Contango Oil & Gas Company
|
(Name of Issuer)
|
Common Stock, par value $0.04 per share
|
(Title of Class of Securities)
|
21075N204
|
(CUSIP Number)
|
October 27, 2020
|
(Date of Event which Requires Filing of this Statement)
|
☐ |
Rule 13d-1(b)
|
☒ |
Rule 13d-1(c)
|
☐ |
Rule 13d-1(d)
|
CUSIP No.
21075N204
|
SCHEDULE 13G
|
Page 2 of 16
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
DWS Growth Capital LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Texas
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
5,000,000 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
15,091,560
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
5,000,000 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
15,091,560
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
15,091,560 (See Item 4)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
9.5%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN |
|
|
|||
|
|
CUSIP No.
21075N204
|
SCHEDULE 13G
|
Page 3 of 16
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Avondale Growth Capital LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Texas |
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
5,000,000 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
15,091,560
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
5,000,000 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
15,091,560
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
15,091,560 (See Item 4)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
9.5%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN |
|
|
|||
|
|
CUSIP No.
21075N204
|
SCHEDULE 13G
|
Page 4 of 16
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
DWS Capital LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Texas |
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
3,000,000
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
15,091,560
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
3,000,000
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
15,091,560
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
15,091,560 (See Item 4)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
9.5%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN |
|
|
|||
|
|
CUSIP No.
21075N204
|
SCHEDULE 13G
|
Page 5 of 16
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
DS Investments GP LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware |
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
15,091,560
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
15,091,560
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
15,091,560 (See Item 4)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
9.5%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO |
|
|
|||
|
|
CUSIP No.
21075N204
|
SCHEDULE 13G
|
Page 6 of 16
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KLS GP LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Texas |
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
15,091,560
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
15,091,560
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
15,091,560 (See Item 4)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
9.5%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO |
|
|
|||
|
|
CUSIP No.
21075N204
|
SCHEDULE 13G
|
Page 7 of 16
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
JWS Investment Partnership LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Texas |
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
2,091,560
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
15,091,560
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
2,091,560
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
15,091,560
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
15,091,560 (See Item 4)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
9.5%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN |
|
|
|||
|
|
CUSIP No.
21075N204
|
SCHEDULE 13G
|
Page 8 of 16
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Schnitzer WRI GP LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Texas |
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
15,091,560
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
15,091,560
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
15,091,560 (See Item 4)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
9.5%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN |
|
|
|||
|
|
CUSIP No.
21075N204
|
SCHEDULE 13G
|
Page 9 of 16
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Ken L. Schnitzer, Jr.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Texas |
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
15,091,560
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
15,091,560
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
15,091,560 (See Item 4)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
9.5%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN |
|
|
|||
|
|
CUSIP No.
21075N204
|
SCHEDULE 13G
|
Page 10 of 16
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Douglas W. Schnitzer
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Texas |
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
15,091,560
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
15,091,560
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
15,091,560 (See Item 4)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
9.5%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN |
|
|
|||
|
|
CUSIP No.
21075N204
|
SCHEDULE 13G
|
Page 11 of 16
|
ITEM 1. |
(a)
|
Name of Issuer:
|
(b) |
Address of Issuer’s Principal Executive Offices:
|
ITEM 2. |
(a)
|
Name of Person Filing:
|
(b) |
Address of Principal Business Office, or if None, Residence:
|
CUSIP No.
21075N204
|
SCHEDULE 13G
|
Page 12 of 16
|
(c) |
Citizenship:
|
(d) |
Title of Class of Securities:
|
(e) |
CUSIP Number:
|
ITEM 3. |
IF THIS STATEMENT IS FILED PURSUANT TO §240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
|
(a) |
☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o)
|
(b) |
☐ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)
|
(c) |
☐ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)
|
(d) |
☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)
|
(e) |
☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E)
|
(f) |
☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
(g) |
☐ A Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
(h) |
☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
|
(i) |
☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
|
(j) |
☐ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
|
(k) |
☐ Group, in accordance with §240.13d-1(b)(1)(ii)(J).
|
CUSIP No.
21075N204
|
SCHEDULE 13G
|
Page 13 of 16
|
ITEM 4. |
OWNERSHIP
|
ITEM 5. |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
|
ITEM 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
|
ITEM 7. |
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
|
ITEM 8. |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
|
ITEM 9. |
NOTICE OF DISSOLUTION OF GROUP
|
ITEM 10. |
CERTIFICATIONS.
|
CUSIP No.
21075N204
|
SCHEDULE 13G
|
Page 14 of 16
|
DWS GROWTH CAPITAL LP
|
|||
By:
|
/s/ Jack Kins
|
Name:
|
Jack Kins
|
Its:
|
Authorized Signatory
|
||
AVONDALE GROWTH CAPITAL LP
|
|||
By:
|
/s/ Jack Kins
|
Name:
|
Jack Kins
|
Its:
|
Authorized Signatory
|
||
DWS CAPITAL LP
|
|||
By:
|
/s/ Jack Kins
|
Name:
|
Jack Kins
|
Its:
|
Authorized Signatory
|
||
DS INVESTMENTS GP LLC
|
|||
By:
|
/s/ Jack Kins
|
Name:
|
Jack Kins
|
Its:
|
Authorized Signatory
|
||
KLS GP LLC
|
|||
By:
|
/s/ Jack Kins
|
Name:
|
Jack Kins
|
Its:
|
Authorized Signatory
|
CUSIP No.
21075N204
|
SCHEDULE 13G
|
Page 15 of 16
|
JWS INVESTMENT PARTNERSHIP LP
|
|||
By:
|
/s/ Jack Kins
|
Name:
|
Jack Kins
|
Its:
|
Authorized Signatory
|
||
SCHNITZER WRI GP LLC
|
|||
By:
|
/s/ Jack Kins
|
Name:
|
Jack Kins
|
Its:
|
Authorized Signatory
|
|
KEN L. SCHNITZER, JR.
|
||
/s/ Ken L. Schnitzer, Jr.
|
||
DOUGLAS W. SCHNITZER
|
||
/s/ Douglas W. Schnitzer
|
CUSIP No.
21075N204
|
SCHEDULE 13G
|
Page 16 of 16
|
Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
|
DWS GROWTH CAPITAL LP
|
|||
By :
|
/s/ Jack Kins
|
Name:
|
Jack Kins
|
Its:
|
Authorized Signatory
|
||
AVONDALE GROWTH CAPITAL LP
|
|||
By:
|
/s/ Jack Kins
|
Name:
|
Jack Kins
|
Its:
|
Authorized Signatory
|
||
DWS CAPITAL LP
|
|||
By:
|
/s/ Jack Kins
|
Name:
|
Jack Kins
|
Its:
|
Authorized Signatory
|
||
DS INVESTMENTS GP LLC
|
|||
By :
|
/s/ Jack Kins
|
Name:
|
Jack Kins
|
Its:
|
Authorized Signatory
|
||
KLS GP LLC
|
|||
By:
|
/s/ Jack Kins
|
Name:
|
Jack Kins
|
Its:
|
Authorized Signatory
|
JWS INVESTMENT PARTNERSHIP LP
|
|||
By:
|
/s/ Jack Kins
|
Name:
|
Jack Kins
|
Its:
|
Authorized Signatory
|
||
SCHNITZER WRI GP LLC
|
|||
By:
|
/s/ Jack Kins
|
Name:
|
Jack Kins
|
Its:
|
Authorized Signatory
|
KEN L. SCHNITZER, JR.
|
||
/s/ Ken L. Schnitzer, Jr.
|
||
DOUGLAS W. SCHNITZER
|
||
/s/ Douglas W. Schnitzer
|