0001104659-21-153123.txt : 20211223 0001104659-21-153123.hdr.sgml : 20211223 20211223161455 ACCESSION NUMBER: 0001104659-21-153123 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: McWatters Kristen CENTRAL INDEX KEY: 0001835971 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12719 FILM NUMBER: 211517334 MAIL ADDRESS: STREET 1: 801 LOUISIANA STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77002 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 tm2135417-6_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2021-12-23 1 0000943861 GOODRICH PETROLEUM CORP GDP 0001835971 McWatters Kristen C/O GOODRICH PETROLEUM CORPORATION 801 LOUISIANA, SUITE 700 HOUSTON TX 77002 0 1 0 0 Sr. Vice President, CFO & CAO Common Stock 2021-12-23 4 M 0 11667 A 23099 D Common Stock 2021-12-23 4 U 0 23099 23.00 D 0 D Phantom Stock 2021-12-23 4 M 0 1667 D 2021-12-23 2021-12-23 Common Stock 1667 0 D Phantom Stock (Performance Units) 2021-12-23 4 M 0 10000 D 2021-12-23 2021-12-23 Common Stock 10000 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/ Kristen McWatters 2021-12-23