0001104659-21-153120.txt : 20211223
0001104659-21-153120.hdr.sgml : 20211223
20211223161334
ACCESSION NUMBER: 0001104659-21-153120
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211223
FILED AS OF DATE: 20211223
DATE AS OF CHANGE: 20211223
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Killelea Michael J
CENTRAL INDEX KEY: 0001197485
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12719
FILM NUMBER: 211517310
MAIL ADDRESS:
STREET 1: C/O POGO PRODUCING CO
STREET 2: PO BOX 2504
CITY: HOUSTON
STATE: TX
ZIP: 77252-2504
FORMER NAME:
FORMER CONFORMED NAME: KILELEA MICHAEL J
DATE OF NAME CHANGE: 20021009
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: GOODRICH PETROLEUM CORP
CENTRAL INDEX KEY: 0000943861
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 760466193
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 801 LOUISIANA
STREET 2: SUITE 700
CITY: HOUSTON
STATE: TX
ZIP: 77002
BUSINESS PHONE: 7137809494
MAIL ADDRESS:
STREET 1: 801 LOUISIANA
STREET 2: SUITE 700
CITY: HOUSTON
STATE: TX
ZIP: 77002
4
1
tm2135417-3_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2021-12-23
1
0000943861
GOODRICH PETROLEUM CORP
GDP
0001197485
Killelea Michael J
C/O GOODRICH PETROLEUM CORPORATION
801 LOUISIANA, SUITE 700
HOUSTON
TX
77002
0
1
0
0
EVP, Gen. Counsel, Corp. Sec'y
Common Stock
2021-12-23
4
M
0
73867
A
269280
D
Common Stock
2021-12-23
4
U
0
269280
23.00
D
0
D
Phantom Stock
2021-12-23
4
M
0
10553
D
2021-12-23
2021-12-23
Common Stock
10553
0
D
Phantom Stock (Performance Units)
2021-12-23
4
M
0
63314
D
2021-12-23
2021-12-23
Common Stock
63314
0
D
Each share of phantom stock is the economic equivalent of one share of the Issuer's common stock. Pursuant to the Merger Agreement, immediately prior to the Acceptance Time, each award of phantom stock subject to time-based vesting that was outstanding immediately prior to the Acceptance Time vested in full and was canceled and converted into the right to receive, at the Effective Time, an amount in cash equal to (a) the number of shares of the Issuer's common stock subject to such phantom stock multiplied by (b) $23.00 (the "Merger Consideration").
Each share of phantom stock is the economic equivalent of one share of the Issuer's common stock. Pursuant to the Merger Agreement, immediately prior to the Acceptance Time, each award of phantom stock subject to performance-based vesting that was outstanding immediately prior to the Acceptance Time vested based on actual achievement of the performance criteria for a truncated performance period beginning on the date of grant and ending at the Acceptance Time. Based upon the performance criteria for the truncated performance period, the reporting person earned 200% of the target payment. Each award of phantom stock subject to performance-based vesting was canceled and converted into the right to receive, at the Effective Time, an amount in cash equal to (a) the number of shares of the Issuer's common stock subject to such phantom stock multiplied by (b) the Merger Consideration.
Pursuant to the terms of the Merger Agreement, all of the reporting person's shares of the Issuer's common stock were tendered and disposed of at the Acceptance Time in exchange for the right to receive the Merger Consideration.
Capitalized terms used herein without definition have the meanings ascribed to them in the Agreement and Plan of Merger, dated as of November 21, 2021, among the Issuer, Paloma Partners VI Holdings, LLC and Paloma VI Merger Sub, Inc. (the "Merger Agreement").
/s/ Michael J. Killelea
2021-12-23