SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

Contango Oil & Gas Company

(Name of Issuer)

Common Stock, $0.04 par value

(Title of Class of Securities)

21075N204

(CUSIP Number)

Jacob D. Smith

Principal, General Counsel & CCO

Luther King Capital Management Corporation

301 Commerce Street, Suite 1600

Fort Worth, Texas 76102

(817) 332-3235

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

December 20, 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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Section 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).

Persons who response to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

 


CUSIP No. 21075N204

 

  1.    

  Name of Reporting Persons.

 

  LKCM Investment Partnership, L.P.

  2.    

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

 

  3.    

  SEC Use Only

 

  4.    

  Source of Funds (See Instructions)

 

  WC

  5.    

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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

 

  5,275,894

  8.     

  Shared Voting Power

 

  0

  9.     

  Sole Dispositive Power

 

  5,275,894

  10.     

  Shared Dispositive Power

 

  0

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  5,275,894

12.    

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

  ☐

13.    

  Percent of Class Represented by Amount in Row (11)

 

  4.9%

14.    

  Type of Reporting Person (See Instructions)

 

  PN


CUSIP No. 21075N204

 

  1.    

  Name of Reporting Persons.

 

  LKCM Investment Partnership II, L.P.

  2.    

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

 

  3.    

  SEC Use Only

 

  4.    

  Source of Funds (See Instructions)

 

  WC

  5.    

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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

 

  211,000

  8.     

  Shared Voting Power

 

  0

  9.     

  Sole Dispositive Power

 

  211,000

  10.     

  Shared Dispositive Power

 

  0

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  211,000

12.    

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

  ☐

13.    

  Percent of Class Represented by Amount in Row (11)

 

  0.2%

14.    

  Type of Reporting Person (See Instructions)

 

  PN


CUSIP No. 21075N204

 

  1.    

  Name of Reporting Persons.

 

  Luther King Capital Management Corporation

  2.    

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

 

  3.    

  SEC Use Only

 

  4.    

  Source of Funds (See Instructions)

 

  N/A

  5.    

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):

 

  ☐

  6.    

  Citizenship or Place of Organization

 

  Delaware

Number of

Shares

  Beneficially  

Owned by

Each

Reporting

Person

With

    7.     

  Sole Voting Power

 

  5,486,894

  8.     

  Shared Voting Power

 

  0

  9.     

  Sole Dispositive Power

 

  5,486,894

  10.     

  Shared Dispositive Power

 

  0

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  5,486,894

12.    

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

  ☐

13.    

  Percent of Class Represented by Amount in Row (11)

 

  5.1%

14.    

  Type of Reporting Person (See Instructions)

 

  IA, CO


CUSIP No. 21075N204

 

  1.    

  Name of Reporting Persons.

 

  J. Luther King, Jr.

  2.    

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

 

  3.    

  SEC Use Only

 

  4.    

  Source of Funds (See Instructions)

 

  PF

  5.    

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):

 

  ☐

  6.    

  Citizenship or Place of Organization

 

  United States

Number of

Shares

  Beneficially  

Owned by

Each

Reporting

Person

With

    7.     

  Sole Voting Power

 

  5,590,594

  8.     

  Shared Voting Power

 

  0

  9.     

  Sole Dispositive Power

 

  5,590,594

  10.     

  Shared Dispositive Power

 

  0

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  5,590,594

12.    

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

  ☐

13.    

  Percent of Class Represented by Amount in Row (11)

 

  5.2%

14.    

  Type of Reporting Person (See Instructions)

 

  IN


This Amendment No. 2 to Schedule 13D amends and supplements the Schedule 13D filed by the Reporting Persons with respect to the Common Stock, par value $0.04 per share (“Common Stock”), of Contango Oil & Gas Company (the “Issuer”). Except as set forth below, all previous Items remain unchanged. Capitalized terms used herein but not defined herein shall have the meanings given to them in the Schedule 13D, as amended, filed with the Securities and Exchange Commission. Each of the Reporting Persons hereby expressly disclaims membership in a “group” under the Securities Exchange Act of 1934 with respect to the securities reported herein, and this Schedule 13D shall not be deemed to be an admission that any such Reporting Person is a member of such a group. Each of the Reporting Persons hereby expressly disclaims beneficial ownership of the securities reported herein, other than to the extent of its pecuniary interest therein, and this Schedule 13D shall not be deemed to be an admission that any such Reporting Person is the beneficial owner of the securities reported herein for purposes of the Securities Exchange Act of 1934 or for any other purpose.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby supplemented as follows:

LIP acquired an additional 960,000 shares of Common Stock for a purchase price of $2,400,000 using working capital. LIP2 acquired an additional 40,000 shares of Common Stock for a purchase price of $100,000 using working capital. J. Luther King, Jr. acquired an additional 21,800 shares of Common Stock for an aggregate purchase price of approximately $68,000 using personal funds.

Item 5. Interest in Securities of the Issuer

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

(a) As of December 20, 2019, the Reporting Persons may be deemed to beneficially own 5,590,594 shares of Common Stock (which represents approximately 5.2% of the outstanding Common Stock based upon information contained in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 12, 2019 plus 19,000,000 shares of Common Stock issued by the Issuer in a private offering on December 20, 2019).

(b)

 

     Sole
Voting
Power
     Shared
Voting
Power
     Sole
Dispositive
Power
     Shared
Dispositive
Power
 

LIP

     5,275,894        0        5,275,894        0  

LIP2

     211,000        0        211,000        0  

LKCM

     5,486,894        0        5,486,894        0  

J. Luther King, Jr.

     5,590,594        0        5,590,594        0  

(c) During the past sixty days, (i) J. Luther King, Jr. acquired 300 shares of Common Stock at a purchase price of approximately $2.48 per share in open market transactions, (ii) J. Luther King, Jr. acquired 16,500 shares of Common Stock at a purchase price of approximately $2.95 per share in open market transactions, (iii) J. Luther King, Jr. acquired 5,000 shares of Common Stock at a purchase price of approximately $3.76 per share in open market transactions, (iv) LIP acquired 960,000 shares of Common Stock at a purchase price of $2.50 per share in a private offering conducted by the Issuer, and (v) LIP2 acquired 40,000 shares of Common Stock at a purchase price of $2.50 per share in a private offering conducted by the Issuer.

(d) Not applicable.

(e) Not applicable.


Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby supplemented as follows:

Each of LIP and LIP2 entered into a Purchase Agreement and a Registration Rights Agreement with the Issuer, pursuant to which LIP and LIP2 acquired 960,000 and 40,000 shares of Common Stock, respectively, from the Issuer in a private offering at a purchase price of $2.50 per share. The terms and provisions of the Purchase Agreement and the Registration Rights Agreement are incorporated herein by reference to Exhibit 3 and Exhibit 4 hereof.

Item 7. Material to Be Filed as Exhibits

Item 7 is hereby supplemented as follows:

 

Exhibit 3    Purchase Agreement, dated December 19, 2019, by and among the Issuer, LIP, LIP2, and the other parties thereto (incorporated herein by reference from Exhibit to the Issuer’s Form 8-K filed with the Securities and Exchange Commission on December 23, 2019).
Exhibit 4    Registration Rights Agreement, dated December 19, 2019, by and among the Issuer, LIP, LIP2, and the other parties thereto (incorporated herein by reference from Exhibit to the Issuer’s Form 8-K filed with the Securities and Exchange Commission on December 23, 2019).


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: December 23, 2019

 

LKCM Investment Partnership, L.P.
By:   LKCM Investment Partnership GP, LLC, its general partner
By:  

/s/ J. Luther King, Jr.

  J. Luther King, Jr., President
LKCM Investment Partnership II, L.P.
By:   LKCM Investment Partnership GP, LLC, its general partner
By:  

/s/ J. Luther King, Jr.

  J. Luther King, Jr., President
Luther King Capital Management Corporation
By:  

/s/ J. Luther King, Jr.

  J. Luther King, Jr., President

/s/ J. Luther King, Jr.

J. Luther King, Jr.