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