Paloma Partners VI Form 3 Initial statement of insider ownership

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

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1. Name and Address of Reporting Person^*

Paloma Partners VI Holdings, LLC

(Last)

(First)

(Middle)

1100 LOUISIANA STREET, SUITE 5100

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/21/2021

3. Issuer Name and Ticker or Trading Symbol
GOODRICH PETROLEUM CORP [ GDP ]

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	1,838,510⁽¹⁾	I⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	See footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾

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^*

Paloma Partners VI Holdings, LLC

(Last)

(First)

(Middle)

1100 LOUISIANA STREET, SUITE 5100

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Paloma VI Merger Sub, Inc.

(Last)

(First)

(Middle)

1100 LOUISIANA STREET, SUITE 5100

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

EnCap Energy Capital Fund XI, L.P.

(Last)

(First)

(Middle)

C/O ENCAP INVESTMENTS L.P.

1100 LOUISIANA STREET, SUITE 4900

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

EnCap Partners GP, LLC

(Last)

(First)

(Middle)

C/O ENCAP INVESTMENTS L.P.

1100 LOUISIANA STREET, SUITE 4900

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

Explanation of Responses:

1. Includes 1,838,510 shares of common stock, par value $0.01 per share (the "shares") of Goodrich Petroleum Corporation (the "Company") directly held by Paloma Partners VI Holdings, LLC ("Parent") that were acquired pursuant to the Stock Purchase Agreement dated as of November 21, 2021, by and between Gen IV Investment Opportunities, LLC ("Gen IV") and Parent (such shares, the "Paloma Shares") whereby Gen IV agreed to sell and Parent agreed to purchase the Paloma Shares at a purchase price of $23.00 per share.

2. In connection with that certain Merger Agreement, dated as of November 21, 2021 (the "Merger Agreement"), by and among Parent, Paloma VI Merger Sub, Inc. ("Merger Sub" and, together with Parent, the "Paloma Entities") and the Company, the Paloma Entities entered into certain Tender and Support Agreements with certain stockholders of the Company and certain holders of convertible notes of the Company (together, the "Supporting Stockholders"), pursuant to which, among other things, the Supporting Stockholders agreed to certain voting obligations and to tender 5,201,359 shares to Merger Sub in a tender offer to purchase any and all of the issued and outstanding shares at a price of $23.00 per share commenced pursuant to the Merger Agreement, subject to certain conditions.

3. Parent is the sole stockholder of Merger Sub. EnCap Energy Capital Fund XI, L.P. ("EnCap Fund XI") owns 98% of the membership interests of Parent and has the right to appoint three of the five representatives to the board of managers of Parent. EnCap Fund XI is controlled indirectly by EnCap Partners GP, LLC ("EnCap Partners GP"), which is the sole general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the sole general partner of EnCap Investments L.P. ("EnCap Investments LP").

4. (continued from footnote 3) EnCap Investments LP is the sole general partner of EnCap Equity Fund XI GP, L.P. ("EnCap Fund XI GP"), which is the sole general partner of EnCap Fund XI. Each of EnCap Fund XI, EnCap Fund XI GP, EnCap Investments LP, EnCap Investments GP, EnCap Holdings, EnCap Partners or EnCap Partners GP may be deemed to share voting or dispositive power over the reported securities held of record by any reporting persons under its direct or indirect control.

5. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of the reported securities for purposes of Section 16 or for any other purpose.

Remarks:

(6) Signed by Christopher N. O'Sullivan in his capacity as Chief Executive Officer of Paloma Partners VI Holdings, LLC. (7) Signed by Christopher N. O'Sullivan in his capacity as Chief Executive Officer of Paloma VI Merger Sub, Inc. (8) Signed by Douglas E. Swanson, Jr. in his capacity as Managing Director of EnCap Investments GP, L.L.C., the General Partner of EnCap Investments L.P., the General Partner of EnCap Equity Fund XI GP, L.P., the General Partner of EnCap Energy Capital Fund XI, L.P. (9) Signed by Douglas E. Swanson, Jr. in his capacity as Managing Director of EnCap Partners GP, LLC.

	/s/ Christopher N. O'Sullivan(6)	12/01/2021
	/s/ Christopher N. O'Sullivan(7)	12/01/2021
	/s/ Douglas E. Swanson, Jr.(8)	12/01/2021
	/s/ Douglas E. Swanson, Jr.(9)	12/01/2021
	** Signature of Reporting Person	Date
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Paloma Partners VI Form 3Initial statement of insider ownership