Statement of Changes in Beneficial Ownership (4)
December 23 2021 - 4:14PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
*
Killelea Michael J |
2. Issuer Name and Ticker or Trading Symbol
GOODRICH PETROLEUM CORP
[
GDP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Gen. Counsel, Corp. Sec'y |
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(Last)
(First)
(Middle)
C/O GOODRICH PETROLEUM CORPORATION, 801 LOUISIANA, SUITE 700 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/23/2021 |
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(Street)
HOUSTON, TX 77002
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 12/23/2021 | | M | | 73867 | A | (1)(2) | 269280 | D | |
| Common Stock | 12/23/2021 | | U | | 269280 | D | $23.00 (3) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Phantom Stock | (1) | 12/23/2021 | | M | | | 10553 | 12/23/2021 | 12/23/2021 | Common Stock | 10553 | (1) | 0 | D | |
| Phantom Stock (Performance Units) | (2) | 12/23/2021 | | M | | | 63314 | 12/23/2021 | 12/23/2021 | Common Stock | 63314 | (2) | 0 | D | |
| Explanation of Responses: |
| (1) | 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"). |
| (2) | 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. |
| (3) | 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. |
Remarks:
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"). |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Killelea Michael J
C/O GOODRICH PETROLEUM CORPORATION
801 LOUISIANA, SUITE 700
HOUSTON, TX 77002 |
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| EVP, Gen. Counsel, Corp. Sec'y |
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Signatures
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| /s/ Michael J. Killelea | | 12/23/2021 |
| **Signature of Reporting Person | Date |
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