DWS Growth Capital Form 3 CONTANGO OIL & GAS / Ken L. Jr. Schnitzer ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

DWS Growth Capital LP

(Last)

(First)

(Middle)

11 GREENWAY PLAZA, SUITE 3100

(Street)

HOUSTON

77046

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/01/2020

3. Issuer Name and Ticker or Trading Symbol
CONTANGO OIL & GAS CO [ MCF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	26,381,270	I	See Footnote⁽¹⁾⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

1. Name and Address of Reporting Person^*

DWS Growth Capital LP

(Last)

(First)

(Middle)

11 GREENWAY PLAZA, SUITE 3100

(Street)

HOUSTON

77046

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Avondale Growth Capital LP

(Last)

(First)

(Middle)

11 GREENWAY PLAZA, SUITE 3100

(Street)

HOUSTON

77046

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

DWS Capital LP

(Last)

(First)

(Middle)

11 GREENWAY PLAZA, SUITE 3100

(Street)

HOUSTON

77046

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

No. 4 LP

(Last)

(First)

(Middle)

11 GREENWAY PLAZA, SUITE 3100

(Street)

HOUSTON

77046

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MD Opportunities LP

(Last)

(First)

(Middle)

11 GREENWAY PLAZA, SUITE 3100

(Street)

HOUSTON

77046

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

DS Investments GP LLC

(Last)

(First)

(Middle)

11 GREENWAY PLAZA, SUITE 3100

(Street)

HOUSTON

77046

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

KLS GP LLC

(Last)

(First)

(Middle)

11 GREENWAY PLAZA, SUITE 3100

(Street)

HOUSTON

77046

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

JWS Investment Partnership LP

(Last)

(First)

(Middle)

11 GREENWAY PLAZA, SUITE 3100

(Street)

HOUSTON

77046

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Schnitzer WRI GP LLC

(Last)

(First)

(Middle)

11 GREENWAY PLAZA, SUITE 3100

(Street)

HOUSTON

77046

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Schnitzer Ken L. Jr.

(Last)

(First)

(Middle)

11 GREENWAY PLAZA, SUITE 3100

(Street)

HOUSTON

77046

(City)

(State)

(Zip)

Explanation of Responses:

1. The reported securities include 9,051,000 shares of common stock, par value $0.04 per share (the "Common Stock") of Contango Oil & Gas Company (the "Company") directly owned by DWS Growth Capital LP ("DWSGC"), 9,838,710 shares of Common Stock directly owned by Avondale Growth Capital LP ("AGC"), 3,000,000 shares of Common Stock directly owned by DWS Capital LP ("DWS Capital"), 2,091,560 shares of Common Stock directly owned by JWS Investment Partnership LP ("JWSIP"), 400,000 shares of Common Stock directly owned by No.4 LP ("No. 4") and 2,000,000 shares of Common Stock directly owned by MD Opportunities LP ("MDO"). DS Investments GP LLC is the general partner of DWSGC, DWS Capital, No. 4 and MDO. KLS GP LLC is the general partner of AGC. Schnitzer WRI GP LLC is the general partner of JWSIP. Ken L. Schnitzer, Jr. is the Manager of KLS GP LLC. Douglas W. Schnitzer is the Manager of DS Investments GP LLC and Schnitzer WRI GP LLC.

2. As a result of the relationships described herein, the Reporting Persons may be deemed a "group" for purposes of the Securities Exchange Act of 1934 and expressly disclaim status as a "group" for purposes hereof.

Remarks:

Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose.

	DWS GROWTH CAPITAL LP By: /s/ Jack Kins Name: Jack Kins Its: Authorized Signatory	12/11/2020
	AVONDALE GROWTH CAPITAL LP By: /s/ Jack Kins Name: Jack Kins Its: Authorized Signatory	12/11/2020
	DWS CAPITAL LP By: /s/ Jack Kins Name: Jack Kins Its: Authorized Signatory	12/11/2020
	NO 4 LP. By: /s/ Jack Kins Name: Jack Kins Its: Authorized Signatory	12/11/2020
	MD OPPORTUNTIES LP By: /s/ Jack Kins Name: Jack Kins Its: Authorized Signatory	12/11/2020
	DS INVESTMENTS GP LLC By: /s/ Jack Kins Name: Jack Kins Its: Authorized Signatory	12/11/2020
	KLS GP LLC By: /s/ Jack Kins Name: Jack Kins Its: Authorized Signatory	12/11/2020
	JWS INVESTMENT PARTNERSHIP LP By: /s/ Jack Kins Name: Jack Kins Its: Authorized Signatory	12/11/2020
	SCHNITZER WRI GP LLC By: /s/ Jack Kins Name: Jack Kins Its: Authorized Signatory	12/11/2020
	/s/ KEN L. SCHNITZER, JR.	12/11/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

DWS Growth Capital Form 3CONTANGO OIL & GAS / Ken L. Jr. Schnitzer ownership change