| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol GOODRICH PETROLEUM CORP [ GDP ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/23/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 12/23/2021 | J(1) | 1,838,510(1) | D | (1) | 0(1)(2)(3)(4) | I | See footnotes(2)(3)(4) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. In connection with the consummation on December 23, 2021 of the transactions (the "Merger") contemplated pursuant to that certain Agreement and Plan of Merger, dated as of November 21, 2021 (the "Merger Agreement"), by and among Paloma Partners VI Holdings, LLC ("Parent"), Paloma VI Merger Sub, Inc. ("Merger Sub") and Goodrich Petroleum Corporation (the "Company"), the shares of common stock, par value $0.01 per share (the "Shares") then owned by Parent and Merger Sub or by any of their affiliates were cancelled and retired and ceased to exist without any consideration delivered in exchange therefor. |
| 2. In connection with the Merger, the Company was merged with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of Parent, and thereafter Merger Sub converted into Paloma Natural Gas Holdings, LLC ("Paloma Natural Gas"). Parent is the sole stockholder of Paloma Natural Gas. 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"). |
| 3. (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. |
| 4. 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: |
| Following the consummation of the Merger, all Shares were delisted from the NYSE American LLC and will be deregistered under the Securities Exchange Act of 1934, as amended. This form represents an exit Form 4 for each of the reporting persons. (5) Signed by Christopher N. O'Sullivan in his capacity as President of Paloma Partners VI Holdings, LLC. (6) Signed by Christopher N. O'Sullivan in his capacity as President of Paloma Natural Gas Holdings, LLC. (7) 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. (8) Signed by Douglas E. Swanson, Jr. in his capacity as Managing Director of EnCap Partners GP, LLC. |
| /s/ Christopher N. O'Sullivan(5) | 12/28/2021 | |
| /s/ Christopher N. O'Sullivan(6) | 12/28/2021 | |
| /s/ Douglas E. Swanson, Jr.(7) | 12/28/2021 | |
| /s/ Douglas E. Swanson, Jr.(8) | 12/28/2021 | |
| ** 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 4 (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. | ||
