SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13D/A

(Rule 13d-101)

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

 

 

Contango Oil & Gas Company

(Name of Issuer)

Common Stock, 0.04 par value

(Title of Class of Securities)

21075N204

(CUSIP Number)

Jennifer Terrell

Chief Financial Officer

Goff Capital, Inc.

500 Commerce Street, Ste 700

Fort Worth, Texas 76102

(817) 509-3958

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With a copy to:

Robert Robbins

Pillsbury Winthrop Shaw Pittman, LLP

1200 Seventeenth Street, NW

Washington, DC 20036

November 12, 2019

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  ☐.

 

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


  1   

NAME OF REPORTING PERSONS

 

John C. Goff

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

AF

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

36,739,945 (1)

     8   

SHARED VOTING POWER

 

-0-

     9   

SOLE DISPOSITIVE POWER

 

36,739,945 (1)

   10   

SHARED DISPOSITIVE POWER

 

-0-

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

36,739,945 (1)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

33.9% (2)

14  

TYPE OF REPORTING PERSON

 

IN

 

(1)

Includes 789,474 shares of Series A Contingent Convertible Preferred Stock (the “Series A Preferred Stock”) of Contango Oil & Gas Company, a Texas corporation (the “Issuer”), which were acquired on September 17, 2019, through a private transaction among the Issuer, Goff MCF Partners, LP (“Goff MCF”) and John C. Goff, through John C. Goff SEP IRA (the “Series A Preferred Purchase Agreement”), and 354,088 shares of Series B Contingent Convertible Preferred Stock (the “Series B Preferred Stock”) of the Issuer, which were acquired on October 30, 2019, through a private transaction among the Issuer and the purchasers party thereto (the “Series B Preferred Purchase Agreement”). Each share of Series A Preferred Stock is entitled to voting power equal to 8.71 shares of common stock, par value $0.04 per share (the “Common Stock”) of the Issuer on all matters submitted to a vote of the shareholders. Each share of Series B Preferred Stock is entitled to voting power equal to 10 shares of common stock, par value $0.04 per share of the Issuer on all matter submitted to a vote of the shareholders.

(2)

Based on 89,357,332 shares of Common Stock outstanding as reported in the Issuer’s quarterly report dated November 12, 2019 filed with the Securities and Exchange Commission plus (i) 7,894,740 shares of Common Stock issuable upon the conversion of all outstanding Series A Preferred Stock and (ii) 11,028,380 shares of Common Stock issuable upon the conversion of all outstanding Series B Preferred Stock.


  1   

NAME OF REPORTING PERSONS

 

Goff MCF Partners, LP     82-1636851

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

WC

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Texas

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

30,766,377 (1)

     8   

SHARED VOTING POWER

 

-0-

     9   

SOLE DISPOSITIVE POWER

 

30,766,377 (1)

   10   

SHARED DISPOSITIVE POWER

 

-0-

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

30,766,377 (1)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

28.4% (2)

14  

TYPE OF REPORTING PERSON

 

PN

 

(1)

Includes 694,737 shares of Series A Preferred Stock of the Issuer, which were acquired on September 17, 2019, pursuant to the Series A Preferred Purchase Agreement and 319,665 shares of Series B Preferred Stock of the Issuer, which were acquired on October 30, 2019, pursuant to the Series B Preferred Purchase Agreement. Each share of Series A Preferred Stock is entitled to voting power equal to 8.71 shares of Common Stock of the Issuer on all matters submitted to a vote of the shareholders. Each share of Series B Preferred Stock is entitled to voting power equal to 10 shares of Common Stock of the Issuer on all matters submitted to a vote of the shareholders.

(2)

Based on 89,357,332 shares of Common Stock outstanding as reported in the Issuer’s quarterly report dated November 12, 2019 filed with the Securities and Exchange Commission plus (i) 7,894,740 shares of Common Stock issuable upon the conversion of all outstanding Series A Preferred Stock and (ii) 11,028,380 shares of Common Stock issuable upon the conversion of all outstanding Series B Preferred Stock.


  1   

NAME OF REPORTING PERSONS

 

GFS Contango GP, LLC 83-4348877

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

WC

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Texas

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

30,766,377 (1)

     8   

SHARED VOTING POWER

 

-0-

     9   

SOLE DISPOSITIVE POWER

 

30,766,377 (1)

   10   

SHARED DISPOSITIVE POWER

 

-0-

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

30,766,377 (1)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

28.4% (2)

14  

TYPE OF REPORTING PERSON

 

OO

 

(1)

Includes 694,737 shares of Series A Preferred Stock of the Issuer, which were acquired on September 17, 2019, pursuant to the Series A Preferred Purchase Agreement and 319,665 shares of Series B Preferred Stock of the Issuer, which were acquired on October 30, 2019, pursuant to the Series B Preferred Purchase Agreement. Each share of Series A Preferred Stock is entitled to voting power equal to 8.71 shares of Common Stock of the Issuer on all matters submitted to a vote of the shareholders. Each share of Series B Preferred Stock is entitled to voting power equal to 10 shares of Common Stock of the Issuer on all matters submitted to a vote of the shareholders.

(2)

Based on 89,357,332 shares of Common Stock outstanding as reported in the Issuer’s quarterly report dated November 12, 2019 filed with the Securities and Exchange Commission plus (i) 7,894,740 shares of Common Stock issuable upon the conversion of all outstanding Series A Preferred Stock and (ii) 11,028,380 shares of Common Stock issuable upon the conversion of all outstanding Series B Preferred Stock.


  1   

NAME OF REPORTING PERSONS

 

GFS Management, LLC     38-4038336

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

WC

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Texas

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

30,766,377 (1)

     8   

SHARED VOTING POWER

 

-0-

     9   

SOLE DISPOSITIVE POWER

 

30,766,377 (1)

   10   

SHARED DISPOSITIVE POWER

 

-0-

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

30,766,377 (1)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

28.4% (2)

14  

TYPE OF REPORTING PERSON

 

OO

 

(1)

Includes 694,737 shares of Series A Preferred Stock of the Issuer, which were acquired on September 17, 2019, pursuant to the Series A Preferred Purchase Agreement and 319,665 shares of Series B Preferred Stock of the Issuer, which were acquired on October 30, 2019, pursuant to the Series B Preferred Purchase Agreement. Each share of Series A Preferred Stock is entitled to voting power equal to 8.71 shares of Common Stock of the Issuer on all matters submitted to a vote of the shareholders. Each share of Series B Preferred Stock is entitled to voting power equal to 10 shares of Common Stock of the Issuer on all matters submitted to a vote of the shareholders.

(2)

Based on 89,357,332 shares of Common Stock outstanding as reported in the Issuer’s quarterly report dated November 12, 2019 filed with the Securities and Exchange Commission plus (i) 7,894,740 shares of Common Stock issuable upon the conversion of all outstanding Series A Preferred Stock and (ii) 11,028,380 shares of Common Stock issuable upon the conversion of all outstanding Series B Preferred Stock.


  1   

NAME OF REPORTING PERSONS

 

Goff Focused Strategies LLC     81-3363076

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

WC

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Texas

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

30,766,377 (1)

     8   

SHARED VOTING POWER

 

-0-

     9   

SOLE DISPOSITIVE POWER

 

30,766,377 (1)

   10   

SHARED DISPOSITIVE POWER

 

-0-

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

30,766,377 (1)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

28.4% (2)

14  

TYPE OF REPORTING PERSON

 

IA

 

(1)

Includes 694,737 shares of Series A Preferred Stock of the Issuer, which were acquired on September 17, 2019, pursuant to the Series A Preferred Purchase Agreement and 319,665 shares of Series B Preferred Stock of the Issuer, which were acquired on October 30, 2019, pursuant to the Series B Preferred Purchase Agreement. Each share of Series A Preferred Stock is entitled to voting power equal to 8.71 shares of Common Stock of the Issuer on all matters submitted to a vote of the shareholders. Each share of Series B Preferred Stock is entitled to voting power equal to 10 shares of Common Stock of the Issuer on all matters submitted to a vote of the shareholders.

(2)

Based on 89,357,332 shares of Common Stock outstanding as reported in the Issuer’s quarterly report dated November 12, 2019 filed with the Securities and Exchange Commission plus (i) 7,894,740 shares of Common Stock issuable upon the conversion of all outstanding Series A Preferred Stock and (ii) 11,028,380 shares of Common Stock issuable upon the conversion of all outstanding Series B Preferred Stock.


  1   

NAME OF REPORTING PERSONS

 

GFT Strategies, LLC     82-1794092

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

WC

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Texas

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

30,766,377 (1)

     8   

SHARED VOTING POWER

 

-0-

     9   

SOLE DISPOSITIVE POWER

 

30,766,377 (1)

   10   

SHARED DISPOSITIVE POWER

 

-0-

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

30,766,377 (1)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

28.4% (2)

14  

TYPE OF REPORTING PERSON

 

OO

 

(1)

Includes 694,737 shares of Series A Preferred Stock of the Issuer, which were acquired on September 17, 2019, pursuant to the Series A Preferred Purchase Agreement and 319,665 shares of Series B Preferred Stock of the Issuer, which were acquired on October 30, 2019, pursuant to the Series B Preferred Purchase Agreement. Each share of Series A Preferred Stock is entitled to voting power equal to 8.71 shares of Common Stock of the Issuer on all matters submitted to a vote of the shareholders. Each share of Series B Preferred Stock is entitled to voting power equal to 10 shares of Common Stock of the Issuer on all matters submitted to a vote of the shareholders.

(2)

Based on 89,357,332 shares of Common Stock outstanding as reported in the Issuer’s quarterly report dated November 12, 2019 filed with the Securities and Exchange Commission plus (i) 7,894,740 shares of Common Stock issuable upon the conversion of all outstanding Series A Preferred Stock and (ii) 11,028,380 shares of Common Stock issuable upon the conversion of all outstanding Series B Preferred Stock.


  1   

NAME OF REPORTING PERSONS

 

John C. Goff 2010 Family Trust     27-6940537

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

WC

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

TEXAS

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

33,152,077 (1)

     8   

SHARED VOTING POWER

 

-0-

     9   

SOLE DISPOSITIVE POWER

 

33,152,077 (1)

   10   

SHARED DISPOSITIVE POWER

 

-0-

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

33,152,077 (1)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

30.6% (2)

14  

TYPE OF REPORTING PERSON

 

OO

 

(1)

Includes 694,737 shares of Series A Preferred Stock of the Issuer, which were acquired on September 17, 2019, pursuant to the Series A Preferred Purchase Agreement and 319,665 shares of Series B Preferred Stock of the Issuer, which were acquired on October 30, 2019, pursuant to the Series B Preferred Purchase Agreement. Each share of Series A Preferred Stock is entitled to voting power equal to 8.71 shares of Common Stock of the Issuer on all matters submitted to a vote of the shareholders. Each share of Series B Preferred Stock is entitled to voting power equal to 10 shares of Common Stock of the Issuer on all matters submitted to a vote of the shareholders.

(2)

Based on 89,357,332 shares of Common Stock outstanding as reported in the Issuer’s quarterly report dated November 12, 2019 filed with the Securities and Exchange Commission plus (i) 7,894,740 shares of Common Stock issuable upon the conversion of all outstanding Series A Preferred Stock and (ii) 11,028,380 shares of Common Stock issuable upon the conversion of all outstanding Series B Preferred Stock.


The following constitutes Amendment No. 6 (“Amendment No. 6”) to the Schedule 13D (the “Original Schedule 13D”) filed by the undersigned on June 13, 2018, as amended and supplemented by Amendment No. 1 to the Original Schedule 13D, filed on August 15, 2018, as amended and supplemented by Amendment No. 2 to the Original Schedule 13D, filed on November 20, 2018, as amended and supplemented by the Amendment No. 3 to the Original Schedule 13D, filed on December 3, 2018, as amended and supplemented by the Amendment No. 4 to the Original Schedule 13D, filed on September 18, 2019, as amended and supplemented by the Amendment No. 5 to the Original Schedule 13D, filed on November 1, 2019 (as amended and supplemented, collectively, this “Schedule 13D”) relating to the shares of common stock, par value $0.04 per shares (the “Common Stock”), of Contango Oil & Gas (the “Issuer”), a Houston, Texas based, independent energy company. The address of the issuer’s office is 717 Texas Ave., Suite 2900, Houston, Texas 77002. This Amendment No. 6 amends the Schedule 13D as specifically set forth herein.

 

Item 5.

Interest in Securities of the Issuer.

Item 5 is amended and restated in its entirety as follows:

The aggregate percentage of Common Stock reported owned by each person named herein is based upon 89,357,332 shares of Common Stock outstanding as reported in the Issuer’s quarterly report dated November 12, 2019 filed with the Securities and Exchange Commission plus (i) 7,894,740 shares of Common Stock issuable upon the conversion of the Series A Preferred Stock and (ii) 11,028,380 shares of Common Stock issuable upon the conversion of the Series B Preferred Stock.

 

  A.

Goff MCF

 

  i.

As of close of business on November 18, 2019 Goff MCF beneficially owned (1) 20,622,357 shares of Common Stock, (2) 694,737 shares of Series A Preferred Stock, and (3) 319,665 shares of Series B Preferred Stock.

Percentage: 28.4%

 

  ii.

Powers

1. Sole power to vote or direct vote: 30,766,377

2. Shared power to dispose or direct the disposition: 0

3. Sole power to dispose or direct the disposition: 30,766,377

4. Shared power to dispose or direct the disposition: 0

 

  iii.

The transactions in the Series B Preferred Stock, if any, by Goff MCF during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

 

  B.

GFS Contango

 

  i.

As of close of business on November 18, 2019, GFS Contango, as the general partner of Goff MCF, may be deemed to beneficially own (1) 20,622,357 shares of Common Stock, (2) 694,737 shares of Series A Preferred Stock, and (3) 319,665 shares of Series B Preferred Stock.

Percentage: 28.4%

 

  ii.

Powers

1. Sole power to vote or direct vote: 30,766,377

2. Shared power to dispose or direct the disposition: 0

3. Sole power to dispose or direct the disposition: 30,766,377

4. Shared power to dispose or direct the disposition: 0

 

  iii.

GFS Contango GP has not entered into any transactions in the Common Stock, Series A Preferred Stock, or Series B Preferred Stock during the past sixty days. The transactions in the Series B Preferred Stock, if any, by Goff MCF during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

 

  C.

Goff Family Trust

 

  i.

As of close of business on November 18, 2019, Goff Family Trust, as managing member of GFT and controlling shareholder of Goff Capital, and with respect to the Common Stock, Series A Preferred Stock, and Series B Preferred Stock directly beneficially owned by Goff Family Trust, may be deemed to beneficially own: (1) 20,622,357 shares of Common Stock, (2) 694,737 shares of Series A Preferred Stock, and (3) 319,665 shares of Series B Preferred Stock owned by Goff MCF, (2) 72,764 shares of Common Stock owned by Goff Investments, and (3) 2,312,936 shares of Common Stock owned by Goff Family Trust directly.

Percentage: 30.6%

 

  ii.

Powers

1. Sole power to vote or direct vote: 33,152,077

2. Shared power to dispose or direct the disposition: 0

3. Sole power to dispose or direct the disposition: 33,152,077

4. Shared power to dispose or direct the disposition: 0

 

  iii.

Goff Family Trust has not entered into any transactions in the Common Stock, Series A Preferred Stock, or Series B Preferred Stock during the past sixty days. Goff Capital has not entered into any transactions in the Common Stock, Series A Preferred Stock, or Series B Preferred Stock during the past sixty days. GFT has not entered into any transactions in the Common Stock, Series A Preferred Stock, or Series B Preferred Stock during the past sixty days. GFS has not entered into any transactions in the Common Stock, Series A Preferred Stock, or Series B Preferred Stock during the past sixty days. GFS Management has not entered into any transactions in the Common Stock, Series A Preferred Stock, or Series B Preferred Stock during the past sixty days. The transactions in the Series B Preferred Stock, if any, by Goff MCF during the past sixty days are set forth in Schedule A and are incorporated herein by reference.


  D.

Family Investments

 

  i.

As of close of business on November 18, 2019, Family Investments beneficially owned 72,764 shares of Common Stock.

Percentage: 0.1%

 

  ii.

Powers

1. Sole power to vote or direct vote: 72,764

2. Shared power to dispose or direct the disposition: 0

3. Sole power to dispose or direct the disposition: 72,764

4. Shared power to dispose or direct the disposition: 0

 

  iii.

Family Investments has not entered into any transactions in the Common Stock, Series A Preferred Stock, or Series B Preferred Stock during the past sixty days.

 

  E.

Goff Capital

 

  i.

As of close of business on November 18, 2019, Goff Capital, as the General Partner of Family Investments, may be deemed to beneficially own 72,764 shares of Common Stock.

Percentage: 0.1%

 

  ii.

Powers

1. Sole power to vote or direct vote: 72,764

2. Shared power to dispose or direct the disposition: 0

3. Sole power to dispose or direct the disposition: 72,764

4. Shared power to dispose or direct the disposition: 0

 

  iii.

Goff Capital has not entered into any transactions in the Common Stock, Series A Preferred Stock, or Series B Preferred Stock during the past sixty days. Family Investments has not entered into any transactions in the Common Stock, Series A Preferred Stock, or Series B Preferred Stock during the past sixty days.

 

  F.

GFS Management

 

  i.

As of close of business on November 18, 2019, GFS Management, as managing member of GFS Contango GP may be deemed to beneficially own (1) 20,622,357 shares of Common Stock, (2) 694,737 shares of Series A Preferred Stock, and (3) 319,665 shares of Series B Preferred Stock.

Percentage: 28.4%

 

  ii.

Powers

1. Sole power to vote or direct vote: 30,766,377

2. Shared power to dispose or direct the disposition: 0

3. Sole power to dispose or direct the disposition: 30,766,377

4. Shared power to dispose or direct the disposition: 0

 

  iii.

GFS Management has not entered into any transactions in the Common Stock, Series A Preferred Stock, or Series B Preferred Stock during the past sixty days. GFS Contango GP has not entered into any transactions in the Common Stock, Series A Preferred Stock, or Series B Preferred Stock during the past sixty days. The transactions in the Series B Preferred Stock, if any, by Goff MCF during the past sixty days are set forth in Schedule A and are incorporated herein by reference.


  G.

GFS

 

  i.

As of close of business on November 18, 2019, GFS, as managing member of GFS Management may be deemed to beneficially own (1) 20,622,357 shares of Common Stock, (2) 694,737 shares of Series A Preferred Stock, and (3) 319,665 shares of Series B Preferred Stock.

Percentage: 28.4%

 

  ii.

Powers

1. Sole power to vote or direct vote: 30,766,377

2. Shared power to dispose or direct the disposition: 0

3. Sole power to dispose or direct the disposition: 30,766,377

4. Shared power to dispose or direct the disposition: 0

 

  iii.

GFS has not entered into any transactions in the Common Stock, Series A Preferred Stock, or Series B Preferred Stock during the past sixty days. GFS Management has not entered into any transactions in the Common Stock, Series A Preferred Stock, or Series B Preferred Stock during the past sixty days. GFS Contango GP has not entered into any transactions in the Common Stock, Series A Preferred Stock, or Series B Preferred Stock during the past sixty days. The transactions in the Series B Preferred Stock, if any, by Goff MCF during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

 

  H.

GFT

 

  i.

As of close of business on November 18, 2019, GFT, as controlling equity holder of GFS may be deemed to beneficially own (1) 20,622,357 shares of Common Stock, (2) 694,737 shares of Series A Preferred Stock, and (3) 319,665 shares of Series B Preferred Stock.

Percentage: 28.4%

 

  ii.

Powers

1. Sole power to vote or direct vote: 30,766,377

2. Shared power to dispose or direct the disposition: 0

3. Sole power to dispose or direct the disposition: 30,766,377

4. Shared power to dispose or direct the disposition: 0

 

  iii.

GFT has not entered into any transactions in the Common Stock, Series A Preferred Stock, or Series B Preferred Stock during the past sixty days. GFS has not entered into any transactions in the Common Stock, Series A Preferred Stock, or Series B Preferred Stock during the past sixty days. GFS Management has not entered into any transactions in the Common Stock, Series A Preferred Stock, or Series B Preferred Stock during the past sixty days. GFS Contango GP has not entered into any transactions in the Common Stock, Series A Preferred Stock, or Series B Preferred Stock during the past sixty days. The transactions in the Series B Preferred Stock, if any, by Goff MCF during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

 

  I.

John C. Goff

 

  i.

As of close of business on November 18, 2019, John C. Goff, as Chief Executive Officer of Goff Capital, as trustee of Goff Family Trust, and with respect to the Common Stock, Series A Preferred Stock, and Series B Preferred Stock indirectly beneficially owned by him; John C. Goff may be deemed the beneficial owner of the (1) 20,622,357 shares of Common Stock, 694,737 shares of Series A Preferred Stock, and 319,665 shares of Series B Preferred Stock owned by Goff MCF, (2) 2,312,936 shares of Common Stock owned by Goff Family Trust, (3) 72,764 shares of Common Stock owned by Family Investments, and (4) 2,296,268 shares of Common Stock, 94,737 shares of Series A Preferred Stock, and 34,423 shares of Series B Preferred Stock owned by John C. Goff directly.

Percentage: 33.9%


  ii.

Powers

1. Sole power to vote or direct vote: 36,739,945

2. Shared power to dispose or direct the disposition: 0

3. Sole power to dispose or direct the disposition: 36,739,945

4. Shared power to dispose or direct the disposition: 0

 

  iii.

The transactions in the Series B Preferred Stock by John C. Goff during the past sixty days are set forth in Schedule A and are incorporated herein by reference. Goff Family Trust has not entered into any transactions in the Common Stock, Series A Preferred Stock, and Series B Preferred Stock during the past sixty days. Goff Capital has not entered into any transactions in the Common Stock, Series A Preferred Stock, and Series B Preferred Stock during the past sixty days. Family Investments has not entered into any transactions in the Common Stock, Series A Preferred Stock, and Series B Preferred Stock during the past sixty days. GFT has not entered into any transactions in the Common Stock, Series A Preferred Stock, and Series B Preferred Stock during the past sixty days. GFS has not entered into any transactions in the Common Stock, Series A Preferred Stock, and Series B Preferred Stock during the past sixty days. GFS Management has not entered into any transactions in the Common Stock, Series A Preferred Stock, and Series B Preferred Stock during the past sixty days. GFS Contango GP has not entered into any transactions in the Common Stock, Series A Preferred Stock, and Series B Preferred Stock during the past sixty days. The transactions in the Series B Preferred Stock, if any, by Goff MCF during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

As general partner of Family Investments, Goff Capital may be deemed to have the power or shared power to vote or direct the vote of and the power or shared power to dispose or direct the disposition of the Common Stock directly held by Family Investments. Goff Capital disclaims beneficial ownership of the Common Stock directly held by Family Investments, except to the extent of its pecuniary interest therein.

As general partner of Goff MCF, GFS Contango GP may be deemed to have the power or shared power to vote or direct the vote of and the power or shared power to dispose or direct the disposition of the Common Stock, Series A Preferred Stock and Series B Preferred Stock directly held by Goff MCF. GFS Contango disclaims beneficial ownership of the Common Stock, Series A Preferred Stock and Series B Preferred Stock directly held by Goff MCF, except to the extent of its pecuniary interest therein.

As managing member of GFS Contango, GFS Management may be deemed to have the shared power to vote or direct the vote of and the shared power to dispose or direct the disposition of the Common Stock, Series A Preferred Stock and Series B Preferred Stock directly held by Goff MCF. GFS Management disclaims beneficial ownership of the Common Stock, Series A Preferred Stock and Series B Preferred Stock directly held by Goff MCF, except to the extent of its pecuniary interest therein.

As managing member of GFS Management, GFS may be deemed to have the shared power to vote or direct the vote of and the shared power to dispose or direct the disposition of the Common Stock , Series A Preferred Stock and Series B Preferred Stock directly held by Goff MCF. GFS disclaims beneficial ownership of the Common Stock, Series A Preferred Stock and Series B Preferred Stock directly held by Goff MCF, except to the extent of its pecuniary interest therein.

As controlling equity holder of GFS, GFT may be deemed to have the shared power to vote or direct the vote of and the shared power to dispose or direct the disposition of the Common Stock, Series A Preferred Stock and Series B Preferred Stock directly held by Goff MCF. GFS disclaims beneficial ownership of the Common Stock, Series A Preferred Stock and Series B Preferred Stock directly held by Goff MCF, except to the extent of its pecuniary interest therein.

As managing member of GFT and controlling shareholder of Goff Capital, Goff Family Trust may be deemed to have the shared power to vote or direct the vote of and the shared power to dispose or direct the disposition of the Common Stock, Series A Preferred Stock and Series B Preferred Stock directly held by Goff MCF, Family Investments and Goff Family Trust. Goff Family Trust disclaims beneficial ownership of those shares of Common Stock, Series A Preferred Stock and Series B Preferred Stock held directly by Goff MCF and Family Investments, except to the extent of its pecuniary interest therein.


As Chief Executive Officer of Goff Capital and as sole trustee of Goff Family Trust, John C. Goff may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the shares of Common Stock, Series A Preferred Stock and Series B Preferred Stock directly held by Goff MCF, Goff Family Trust, Family Investments and indirectly through a SEP IRA, of which Mr. Goff is the beneficiary. Mr. Goff disclaims beneficial ownership of those shares of Common Stock, Series A Preferred Stock and Series B Preferred Stock held directly by Goff MCF, Family Investments and the Goff Family Trust, except to the extent of his pecuniary interest therein.

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock, Series A Preferred Stock and Series B Preferred Stock.

SIGNATURES ON THE FOLLOWING PAGE


SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Dated: November 18, 2019

 

John C. Goff     GFS Contango GP, LLC
       

By:  its Managing Member, GFS Management, LLC

By:  

/s/ John C. Goff

     

By:  its Managing Member, Goff Focused Strategies LLC

Goff MCF Partners, LP    
  By: its General Partner, GFS Contango GP, LLC      
      By:  

/s/ John C. Goff

      John C. Goff, Chief Executive Officer
By:  

/s/ John C. Goff

    GFS Management, LLC
  John C. Goff, Chief Executive Officer      

By:  its Managing Member, Goff Focused Strategies LLC

Goff Family Investments, LP      
  By: its General Partner, Goff Capital, Inc.      
      By:  

/s/ John C. Goff

      John C. Goff, Chief Executive Officer
By:  

/s/ John C. Goff

     
  John C. Goff, Chief Executive Officer     Goff Focused Strategies LLC
Goff Capital, Inc.      
      By:  

/s/ John C. Goff

        John C. Goff, Chief Executive Officer
By:  

/s/ John C. Goff

     
  John C. Goff, Chief Executive Officer     GFT Strategies, LLC
John C. Goff 2010 Family Trust      

By:  its managing member, John C. Goff 2010 Family Trust

By:  

/s/ John C. Goff

    By:  

/s/ John C. Goff

  John C. Goff, Sole Trustee     John C. Goff, Trustee


Transactions in the Series B Preferred Stock During the Past Sixty Days

 

Goff MCF  

Date of Purchase

   # of shares      Price per share  

10/30/2019

     319,665      $ 20.00  

TOTAL:

     319,665      $ 20.00  

 

John C. Goff  

Date of Purchase

   # of shares      Price per share  

10/30/2019

     34,423      $ 20.00  

TOTAL:

     34,423      $ 20.00