0000899243-19-029469.txt : 20191217
0000899243-19-029469.hdr.sgml : 20191217
20191217190538
ACCESSION NUMBER: 0000899243-19-029469
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20191217
FILED AS OF DATE: 20191217
DATE AS OF CHANGE: 20191217
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GOFF JOHN C
CENTRAL INDEX KEY: 0001040463
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-16317
FILM NUMBER: 191290991
MAIL ADDRESS:
STREET 1: 500 COMMERCE STREET
CITY: FORT WORTH
STATE: TX
ZIP: 76102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Goff MCF Partners, LP
CENTRAL INDEX KEY: 0001743422
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-16317
FILM NUMBER: 191290992
BUSINESS ADDRESS:
STREET 1: 500 COMMERCE STREET
STREET 2: SUITE 700
CITY: FORT WORTH
STATE: TX
ZIP: 76102
BUSINESS PHONE: 8175093964
MAIL ADDRESS:
STREET 1: 500 COMMERCE STREET
STREET 2: SUITE 700
CITY: FORT WORTH
STATE: TX
ZIP: 76102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Goff Capital, Inc.
CENTRAL INDEX KEY: 0001682344
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-16317
FILM NUMBER: 191290993
BUSINESS ADDRESS:
STREET 1: 500 COMMERCE STREET
STREET 2: SUITE 700
CITY: FORT WORTH
STATE: TX
ZIP: 76102
BUSINESS PHONE: 8175093951
MAIL ADDRESS:
STREET 1: 500 COMMERCE STREET
STREET 2: SUITE 700
CITY: FORT WORTH
STATE: TX
ZIP: 76102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: John C. Goff 2010 Family Trust
CENTRAL INDEX KEY: 0001743461
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-16317
FILM NUMBER: 191290994
BUSINESS ADDRESS:
STREET 1: 500 COMMERCE STREET
STREET 2: SUITE 700
CITY: FORT WORTH
STATE: TX
ZIP: 76102
BUSINESS PHONE: 8175093964
MAIL ADDRESS:
STREET 1: 500 COMMERCE STREET
STREET 2: SUITE 700
CITY: FORT WORTH
STATE: TX
ZIP: 76102
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CONTANGO OIL & GAS CO
CENTRAL INDEX KEY: 0001071993
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 954079863
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 717 TEXAS AVENUE
STREET 2: SUITE 2900
CITY: HOUSTON
STATE: TX
ZIP: 77002
BUSINESS PHONE: 713-236-7400
MAIL ADDRESS:
STREET 1: 717 TEXAS AVENUE
STREET 2: SUITE 2900
CITY: HOUSTON
STATE: TX
ZIP: 77002
FORMER COMPANY:
FORMER CONFORMED NAME: MGPX VENTURES INC
DATE OF NAME CHANGE: 19981013
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2019-12-17
0
0001071993
CONTANGO OIL & GAS CO
MCF
0001040463
GOFF JOHN C
500 COMMERCE STREET
FORT WORTH
TX
76102
1
0
1
0
0001743422
Goff MCF Partners, LP
500 COMMERCE STREET
SUITE 700
FORT WORTH
TX
76102
0
0
1
0
0001682344
Goff Capital, Inc.
500 COMMERCE STREET
SUITE 700
FORT WORTH
TX
76102
0
0
1
0
0001743461
John C. Goff 2010 Family Trust
500 COMMERCE STREET
SUITE 700
FORT WORTH
TX
76102
0
0
1
0
Common Stock
2019-12-17
4
C
0
947370
0.95
A
3227556
D
Common Stock
2019-12-17
4
C
0
344230
2.00
A
3571786
D
Common Stock
2019-12-17
4
C
0
6947370
0.95
A
27569727
I
See footnote
Common Stock
2019-12-17
4
C
0
3196650
2.00
A
30766377
I
See footnote
Common Stock
2312936
I
See footnote
Common Stock
72764
I
See footnote
Common Stock
16082
D
Series A Preferred Stock
2019-12-17
4
C
0
94737
0.00
D
Common Stock
947370
0
D
Series A Preferred Stock
2019-12-17
4
C
0
694737
0.00
D
Common Stock
6947370
0
I
See footnote
Series B Preferred Stock
2019-12-17
4
C
0
319665
0.00
D
Common Stock
3196650
0
I
See footnote
Series B Preferred Stock
2019-12-17
4
C
0
34423
0.00
D
Common Stock
344230
0
D
These securities are held directly by Goff MCF Partners, LP (Goff MCF). GFS Contango GP, LLC (GFS Contango) is the general partner of Goff MCF, and, as such, it may be deemed to beneficially own the securities held by Goff MCF. GFS Management, LLC (GFS Management) is the managing member of GFS Contango and, as such, it may be deemed to beneficially own the securities held by GFS Contango. Goff Focused Strategies LLC (GFS) is the managing member of GFS Management and, as such, it may be deemed to beneficially own the securities held by GFS Management. GFT Strategies, LLC (GFT) is the controlling equity holder of GFS and, as such, it may be deemed to beneficially own the securities held by GFS. The John C. Goff 2010 Family Trust (the Trust) is the managing member of GFT and, as such, it may be deemed to beneficially own the securities held by GFT. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the securities held by the Trust.
These securities are held directly by the Trust. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the securities held by the Trust.
These shares are held directly by Goff Family Investments, LP (Goff Investments). Goff Capital, Inc. (Goff Capital) is the general partner of Goff Investments and, as such, it may be deemed to beneficially own the securities held by Goff Investments. The Trust is the controlling shareholder of Goff Capital and, as such, it may be deemed to beneficially own the securities held by Goff Capital. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the securities held by the Trust.
The common stock directly held by John C. Goff. The common stock was issued directly to Mr. Goff in connection with his service as a member of the board of directors of the Issuer.
The Series A Preferred Stock and Series B Preferred Stock held by John C. Goff in a SEP-IRA were converted to Common Stock on a ten-for-one basis on December 17, 2019, after the board of directors of the Issuer and the holders of a majority of the voting power of the outstanding shares of the Issuer entitled to vote approved (i) an amendment to the Issuer's Amended and Restated Certificate of Formation to increase the number of authorized shares of Common Stock from 100,000,000 shares to 200,000,000 shares and (ii) the conversion of the Issuer's Series A Preferred Stock into, and the issuance upon such conversion of, 7,894,740 shares of Common Stock, which shareholder approval was required by the rules and regulations of the NYSE American.
(Continued from Footnote 5) The Series A Preferred stock was originally acquired on September 13, 2019 at a price of $9.50 per share of Series A Preferred Stock. The Series B Preferred stock was originally acquired on October 30, 2019 at a price of $20.00 per share of Series B Preferred Stock.
The Series A Preferred Stock and Series B Preferred Stock directly held by Goff MCF were converted to Common Stock on a ten-for-one basis on December 17, 2019, after the board of directors of the Issuer and the holders of a majority of the voting power of the outstanding shares of the Issuer entitled to vote approved (i) an amendment to the Issuer's Amended and Restated Certificate of Formation to increase the number of authorized shares of Common Stock from 100,000,000 shares to 200,000,000 shares and (ii) the conversion of the Issuer's Series A Preferred Stock into, and the issuance upon such conversion of, 7,894,740 shares of Common Stock, which shareholder approval was required by the rules and regulations of the NYSE American.
(Continued from Footnote 7) The Series A Preferred stock was originally acquired on September 13, 2019 at a price of $9.50 per share of Series A Preferred Stock. The Series B Preferred stock was originally acquired on October 30, 2019 at a price of $20.00 per share of Series B Preferred Stock.
The Series A Preferred Stock was convertible into shares of Common Stock on a ten-for-one basis upon the occurrence of (i) the effectiveness of an amendment to the Certificate of Formation of the Issuer to increase the number of authorized shares of Common Stock by at least 50,000,000 shares and (ii) if necessary, approval by the shareholders of the Issuer, in accordance with applicable law and stock exchange rules and regulations, of the issuance of the shares of Common Stock to be issued upon conversion of the Series A Preferred Stock and the issuance of such shares of Common Stock at a discount to an insider of the Issuer.
The Series A Preferred Stock had no expiration date.
The Series B Preferred Stock was convertible into shares of Common Stock on a ten-for-one basis upon the occurrence of (i) the effectiveness of an amendment to the Certificate of Formation of the Issuer to increase the number of authorized shares of Common Stock by at least 50,000,000 shares and (ii) if necessary, approval by the shareholders of the Issuer, in accordance with applicable law and stock exchange rules and regulations, of the issuance of the shares of Common Stock to be issued upon conversion of the Series B Preferred Stock and the issuance of such shares of Common Stock at a discount to an insider of the Issuer.
The Series B Preferred Stock had no expiration date.
John C. Goff
2019-12-17
Goff MCF Partners, LP, By: GFS Contango GP, LLC, its General Partner, By: John C. Goff, Chief Executive Officer
2019-12-17
Goff Capital, Inc., By: John C. Goff, Chief Executive Officer
2019-12-17
John C. Goff 2010 Family Trust, By: John C. Goff, Trustee
2019-12-17