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. 12)*

 

 

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 B. Robbins, Esq.

Robert Shoemaker, Esq.

Pillsbury Winthrop Shaw Pittman, LLP

1200 Seventeenth Street, NW

Washington, DC 20036

January 21, 2021

(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

 

  48,394,574

     8   

  SHARED VOTING POWER

 

  -0-

     9   

  SOLE DISPOSITIVE POWER

 

  48,394,574

   10   

  SHARED DISPOSITIVE POWER

 

  -0-

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  48,394,574

12  

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

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  24.3% (1)

14  

  TYPE OF REPORTING PERSON

 

  IN

 

(1)

Based on (i) 173,687,624 shares of Common Stock outstanding as reported in the Issuer’s Prospectus dated December 29, 2020 filed with the Securities and Exchange Commission plus (ii) 25,409,164 shares of the Issuer’s Common Stock issued pursuant to the Merger Agreement which provides for, among other things, the issuance of 1.7500 shares of Common Stock for each Mid-Con Common Unit held by such person at the effective time of the Merger.


  1    

  NAME OF REPORTING PERSONS

 

  Travis 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

 

  32,127,456

     8   

  SHARED VOTING POWER

 

  -0-

     9   

  SOLE DISPOSITIVE POWER

 

  32,127,456

   10   

  SHARED DISPOSITIVE POWER

 

  -0-

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  32,127,456

12  

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

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  16.1% (1)

14  

  TYPE OF REPORTING PERSON

 

  IN

 

(1)

Based on (i) 173,687,624 shares of Common Stock outstanding as reported in the Issuer’s Prospectus dated December 29, 2020 filed with the Securities and Exchange Commission plus (ii) 25,409,164 shares of the Issuer’s Common Stock issued pursuant to the Merger Agreement which provides for, among other things, the issuance of 1.7500 shares of Common Stock for each Mid-Con Common Unit held by such person at the effective time of the Merger.


  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

 

  10,144,020

     8   

  SHARED VOTING POWER

 

  -0-

     9   

  SOLE DISPOSITIVE POWER

 

  10,144,020

   10   

  SHARED DISPOSITIVE POWER

 

  -0-

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  10,144,020

12  

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

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  5.1% (1)

14  

  TYPE OF REPORTING PERSON

 

  PN

 

(1)

Based on (i) 173,687,624 shares of Common Stock outstanding as reported in the Issuer’s Prospectus dated December 29, 2020 filed with the Securities and Exchange Commission plus (ii) 25,409,164 shares of the Issuer’s Common Stock issued pursuant to the Merger Agreement which provides for, among other things, the issuance of 1.7500 shares of Common Stock for each Mid-Con Common Unit held by such person at the effective time of the Merger.


  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

 

  10,144,020

     8   

  SHARED VOTING POWER

 

  -0-

     9   

  SOLE DISPOSITIVE POWER

 

  10,144,020

   10   

  SHARED DISPOSITIVE POWER

 

  -0-

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  10,144,020

12  

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

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  5.1% (1)

14  

  TYPE OF REPORTING PERSON

 

  OO

 

(1)

Based on (i) 173,687,624 shares of Common Stock outstanding as reported in the Issuer’s Prospectus dated December 29, 2020 filed with the Securities and Exchange Commission plus (ii) 25,409,164 shares of the Issuer’s Common Stock issued pursuant to the Merger Agreement which provides for, among other things, the issuance of 1.7500 shares of Common Stock for each Mid-Con Common Unit held by such person at the effective time of the Merger.


  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

 

  17,357,627

     8   

  SHARED VOTING POWER

 

  -0-

     9   

  SOLE DISPOSITIVE POWER

 

  17,357,627

   10   

  SHARED DISPOSITIVE POWER

 

  -0-

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  17,357,627

12  

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

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  8.7% (1)

14  

  TYPE OF REPORTING PERSON

 

  OO

 

(1)

Based on (i) 173,687,624 shares of Common Stock outstanding as reported in the Issuer’s Prospectus dated December 29, 2020 filed with the Securities and Exchange Commission plus (ii) 25,409,164 shares of the Issuer’s Common Stock issued pursuant to the Merger Agreement which provides for, among other things, the issuance of 1.7500 shares of Common Stock for each Mid-Con Common Unit held by such person at the effective time of the Merger.


  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

 

  17,357,627

     8   

  SHARED VOTING POWER

 

  -0-

     9   

  SOLE DISPOSITIVE POWER

 

  17,357,627

   10   

  SHARED DISPOSITIVE POWER

 

  -0-

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  17,357,627

12  

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

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  8.7% (1)

14  

  TYPE OF REPORTING PERSON

 

  IA

 

(1)

Based on (i) 173,687,624 shares of Common Stock outstanding as reported in the Issuer’s Prospectus dated December 29, 2020 filed with the Securities and Exchange Commission plus (ii) 25,409,164 shares of the Issuer’s Common Stock issued pursuant to the Merger Agreement which provides for, among other things, the issuance of 1.7500 shares of Common Stock for each Mid-Con Common Unit held by such person at the effective time of the Merger.


  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

 

  17,357,627

     8   

  SHARED VOTING POWER

 

  -0-

     9   

  SOLE DISPOSITIVE POWER

 

  17,357,627

   10   

  SHARED DISPOSITIVE POWER

 

  -0-

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  17,357,627

12  

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

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  8.7% (1)

14  

  TYPE OF REPORTING PERSON

 

  OO

 

(1)

Based on (i) 173,687,624 shares of Common Stock outstanding as reported in the Issuer’s Prospectus dated December 29, 2020 filed with the Securities and Exchange Commission plus (ii) 25,409,164 shares of the Issuer’s Common Stock issued pursuant to the Merger Agreement which provides for, among other things, the issuance of 1.7500 shares of Common Stock for each Mid-Con Common Unit held by such person at the effective time of the Merger.


  1    

  NAME OF REPORTING PERSONS

 

  The 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

 

  44,123,323

     8   

  SHARED VOTING POWER

 

  -0-

     9   

  SOLE DISPOSITIVE POWER

 

  44,123,323

   10   

  SHARED DISPOSITIVE POWER

 

  -0-

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  44,123,323

12  

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

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  22.2% (1)

14  

  TYPE OF REPORTING PERSON

 

  OO

 

(1)

Based on (i) 173,687,624 shares of Common Stock outstanding as reported in the Issuer’s Prospectus dated December 29, 2020 filed with the Securities and Exchange Commission plus (ii) 25,409,164 shares of the Issuer’s Common Stock issued pursuant to the Merger Agreement which provides for, among other things, the issuance of 1.7500 shares of Common Stock for each Mid-Con Common Unit held by such person at the effective time of the Merger.


The following constitutes Amendment No. 12 (“Amendment No. 12”) 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 by the Amendment No. 6 to the Original Schedule 13D, filed on November 18, 2019, as amended and supplemented by the Amendment No. 7 to the Original Schedule 13D, filed on December 18, 2019, as amended and supplemented by the Amendment No. 8 to the Original Schedule 13D, filed on December 23, 2019, as amended and supplemented by the Amendment No. 9 to the Original Schedule 13D, filed on June 11, 2020, as amended and supplemented by the Amendment No. 10 to the Original Schedule 13D, filed on October 27, 2020, as amended and supplemented by the Amendment No. 11 to the Original Schedule 13D, filed on December 22, 2020 (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. 12 amends the Schedule 13D as specifically set forth herein.

 

Item 2.

Identity and Background.

Item 2 is hereby amended in their entirety as follows:

This statement is being filed by:

 

  i.

Goff MCF Partners, LP (“Goff MCF”), a Texas limited partnership, with respect to the Common Stock directly and beneficially owned by it;

 

  ii.

GFS Contango GP, LLC, (“GFS Contango”), a Texas limited liability company, as general partner to Goff MCF, with respect to the Common Stock directly and beneficially owned by it;

 

  iii.

Goff MCEP Holdings, LLC, (“Goff MCEP”), a Texas limited liability company, with respect to the Common Stock directly and beneficially owned by it;

 

  iv.

Goff MCEP II, LP (“MCEP II”), a Texas limited partnership, with respect to the Common Stock directly and beneficially owned by it;

 

  v.

GFS MCEP GP, LLC (“GFS MCEP”), a Texas limited liability company, as general partner to MCEP II, with respect to the Common Stock directly and beneficially owned by it;

 

  vi.

Goff Focused Energy Strategies, LP (“Goff Energy”), a Texas limited partnership, with respect to the Common Stock directly and beneficially owned by it;

 

  vii.

GFS Energy GP, LLC (“GFS Energy”), a Texas limited liability company, as general partner to Goff Energy, with respect to the Common Stock directly and beneficially owned by it;

 

  viii.

Goff Family Investments, LP (“Family Investments”), a Delaware limited partnership, with respect to the Common Stock directly and beneficially owned by it;

 

  ix.

Goff Capital, Inc. (“Goff Capital”), a Texas corporation, as general partner to Family Investments and manager to Goff MCEP, with respect to the Common Stock directly and beneficially owned by it;

 

  x.

GFS Management, LLC (“GFS Management”), a Texas limited liability company, as managing member of GFS Contango, GFS MCEP, and GFS Energy, with respect to the Common Stock directly and beneficially owned by it;

 

  xi.

Goff Focused Strategies LLC (“GFS”), a Texas limited liability company, as managing member of GFS Management, with respect to the Common Stock directly and beneficially owned by it;


  xii.

GFT Strategies, LLC (“GFT”), a Texas limited liability company, as controlling equity holder of GFS, with respect to the Common Stock directly and beneficially owned by it;

 

  xiii.

The John C. Goff 2010 Family Trust (“Goff Family Trust”), a Texas trust, as managing member of GFT and controlling shareholder of Goff Capital, and with respect to the Common Stock directly and beneficially owned by it;

 

  xiv.

JCG 2016 Holdings, LP (“Holdings”), a Texas limited partnership, with respect to the Common Stock directly and beneficially owned by it;

 

  xv.

JCG 2016 Management, LLC (“Holdings GP”), a Texas limited liability company, as general partner of Holdings, and with respect to the Common Stock directly and beneficially owned by it;

 

  xvi.

Kulik Partners, LP (“Kulik”), a Texas limited partnership, with respect to the Common Stock directly and beneficially owned by it;

 

  xvii.

Kulik GP, LLC (“Kulik GP”), a Texas limited liability company, as general partner to Kulik, and with respect to the Common Stock directly and beneficially owned by it; and

 

  xviii.

Goff Family Foundation (“Goff Foundation”), a Texas non-profit corporation, with respect to the Common Stock directly and beneficially owned by it;

 

  xix.

Travis Goff, a United States Citizen, as President of Goff Capital and President of GFS, with respect to the Common Stock directly and beneficially owned by him;

 

  xx.

John C. Goff, a United States Citizen, as the Chief Executive Officer of Goff Capital, as a manager of Kulik GP, as manager and Chief Executive Officer of GFS, as the sole trustee of Goff Family Trust, and as the sole board member of Goff Foundation, with respect to the Common Stock directly and beneficially owned by him.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons files this Schedule 13D jointly. The Reporting Persons are filing this Statement jointly, as they may be considered a “group” under Section 13(d)(3) of the Act. However, neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that such a group exists.

 

  A.

The address of the principal office of Goff MCF, GFS Contango, Goff MCEP, MCEP II, GFS MCEP, Goff Energy, GFS Energy, Goff Family Trust, Family Investments, Goff Capital, GFS Management, GFT, GFS, Holdings, Holdings GP, Kulik, Kulik GP, Goff Foundation, Travis Goff, and John C. Goff is 500 Commerce St., Suite 700, Fort Worth, Texas 76102.

 

  B.

The principal business of Goff MCF is investing in securities of the Issuer.

 

  C.

The principal business of GFS Contango is serving as general partner to Goff MCF.

 

  D.

The principal business of Goff MCEP is investing in securities of the Issuer.

 

  E.

The principal business of MCEP II is investing in securities of the Issuer.

 

  F.

The principal business of GFS MCEP is to serve as a general partner for an investment fund.

 

  G.

The principal business of Goff Energy is investing in the securities of the Issuer for the benefit of a third party.

 

  H.

The principal business of GFS Energy is to serve as a general partner for an investment fund.

 

  I.

The principal business of Goff Family Trust and Family Investments is to manage investments for a single family.


  J.

The principal business of Goff Capital is serving as general partner to Family Investments and manager to Goff MCEP.

 

  K.

The principal business of GFS Management is to serve as a manager of investment funds.

 

  L.

The principal business of GFS is investment advisor.

 

  M.

The principal business of GFT is to serve as a manager of investment funds.

 

  N.

The principal business of Holdings is to manage investments for a single family.

 

  O.

The principal business of Holdings GP is serving as the general partner to Holdings.

 

  P.

The principal business of Kulik is to manage investments for two limited partners.

 

  Q.

The principal business of Kulik GP is serving as the general partner to Kulik.

 

  R.

The principal business of Goff Foundation is to support education in Tarrant County, Texas through grants.

 

  S.

The principal occupation of Travis Goff is serving as the President of Goff Capital and the President of GFS.

 

  T.

The principal occupation of John C. Goff is serving as Chief Executive Officer of Goff Capital, as trustee of Goff Family Trust, as a manager of Kulik GP, as manager and Chief Executive Officer of GFS, and as an asset manager in real estate and private equity.

 

  U.

During the past five years, none of the Reporting Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.

 

  V.

John C. Goff and Travis Goff are citizens of the United States of America.

 

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended to include the following:

As disclosed in the Issuer’s Current Report on Form 8-K (“Form 8-K”) filed on January 21, 2021, on October 25, 2020, the Issuer, Michael Merger Sub LLC, a Delaware limited liability company and a wholly-owned, direct subsidiary of Contango (“Merger Sub”), Mid-Con Energy Partners, LP, a Delaware limited partnership (“Mid-Con”), and Mid-Con Energy GP, LLC, a Delaware limited liability company and the general partner of Mid-Con entered into an Agreement and Plan of Merger (the “Merger Agreement”) that provides for, among other things, the merger of Merger Sub with and into Mid-Con (the “Merger”), with Merger Sub surviving as a wholly owned, direct subsidiary of the Issuer.

At the effective time of the Merger, each outstanding common unit representing a limited partner interest in Mid-Con (each, a “Mid-Con Common Unit”) was converted into and became exchangeable for 1.7500 shares of Common Stock of the Issuer in consideration for each Mid-Con Common Unit that such holder owned immediately prior to the effective time of the Merger. At the effective time of the Merger, the Reporting Persons received an aggregate amount of 11,001,628 shares of Common Stock as consideration for the 6,286,645 Mid-Con Common Units collectively held by such Reporting Persons.


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 on (i) 173,687,624 shares of Common Stock outstanding as reported in the Issuer’s Prospectus dated December 29, 2020 filed with the Securities and Exchange Commission plus (ii) 25,409,164 shares of Common Stock issued to holders of Mid-Con Common Units at the effective time of the Merger. Appended to this Schedule is an itemization of transactions in the Common Stock of the issuer during the past sixty days.

 

  A.

Goff MCF

 

  i.

As of close of business on January 22, 2021, Goff MCF beneficially owned 10,144,020 shares of Common Stock.

 

      

Percentage: 5.1%

 

  ii.

Powers

 

  i.

Sole power to vote or direct vote: 10,144,020

 

  ii.

Shared power to vote or direct vote: 0

 

  iii.

Sole power to dispose or direct the disposition: 10,144,020

 

  iv.

Shared power to dispose or direct the disposition: 0

 

  iii.

Goff MCF has not entered into any transactions in the Common Stock during the past sixty days.

 

  B.

GFS Contango

 

  i.

As of close of business on January 22, 2021, GFS Contango, as the general partner of Goff MCF, may be deemed to beneficially own 10,144,020 shares of Common Stock.

 

      

Percentage: 5.1%

 

  ii.

Powers

 

  i.

Sole power to vote or direct vote: 10,144,020

 

  ii.

Shared power to vote or direct vote: 0

 

  iii.

Sole power to dispose or direct the disposition: 10,144,020

 

  iv.

Shared power to dispose or direct the disposition: 0

 

  iii.

GFS Contango has not entered into any transactions in the Common Stock during the past sixty days. Goff MCF has not entered into any transactions in the Common Stock during the past sixty days.

 

  C.

Goff MCEP

 

  i.

As of close of business on January 22, 2021, Goff MCEP beneficially owned 3,038,705 shares of Common Stock.

 

      

Percentage: 1.5%

 

  ii.

Powers

 

  i.

Sole power to vote or direct vote: 3,038,705

 

  ii.

power to vote or direct vote: 0

 

  iii.

Sole power to dispose or direct the disposition: 3,038,705

 

  iv.

Shared power to dispose or direct the disposition: 0

 

  iii.

Goff MCEP received 1.75 shares of Common Stock of the Issuer for every Common Unit of Mid-Con Energy Partners held pursuant to the Merger Agreement.

 

  D.

MCEP II

 

  i.

As of close of business on January 22, 2021, MCEP II beneficially owned 4,768,317 shares of Common Stock.

 

      

Percentage: 2.4%


  ii.

Powers

 

  i.

Sole power to vote or direct vote: 4,768,317

 

  ii.

Shared power to vote or direct vote: 0

 

  iii.

Sole power to dispose or direct the disposition: 4,768,317

 

  iv.

Shared power to dispose or direct the disposition: 0

 

  iii.

MCEP II received 1.75 shares of Common Stock of the Issuer for every Common Unit of Mid-Con Energy Partners held pursuant to the Merger Agreement.

 

  E.

GFS MCEP

 

  i.

As of close of business on January 22, 2021, GFS MCEP, as the general partner of MCEP II, may be deemed to beneficially own 4,768,317 shares of Common Stock.

 

      

Percentage: 2.4%

 

  ii.

Powers

 

  i.

Sole power to vote or direct vote: 4,768,317

 

  ii.

Shared power to vote or direct vote: 0

 

  iii.

Sole power to dispose or direct the disposition: 4,768,317

 

  iv.

Shared power to dispose or direct the disposition: 0

 

  iii.

GFS MCEP has not entered into any transactions in the Common Stock during the past sixty days. MCEP II received 1.75 shares of Common Stock of the Issuer for every Common Unit of Mid-Con Energy Partners held pursuant to the Merger Agreement.

 

  F.

Goff Energy

 

  i.

As of close of business on January 22, 2021, Goff Energy beneficially owned 2,445,290 shares of Common Stock.

 

  Percentage:

1.2%

 

  ii.

Powers

 

  i.

Sole power to vote or direct vote: 2,445,290

 

  ii.

Shared power to vote or direct vote: 0

 

  iii.

Sole power to dispose or direct the disposition: 2,445,290

 

  iv.

Shared power to dispose or direct the disposition: 0

 

  iii.

Goff Energy received 1.75 shares of Common Stock of the Issuer for every Common Unit of Mid-Con Energy Partners held pursuant to the Merger Agreement.

 

  G.

GFS Energy

 

  i.

As of close of business on January 22, 2021, GFS Energy, as the general partner of Goff Energy, may be deemed to beneficially own 2,445,290 shares of Common Stock.

 

      

Percentage: 1.2%

 

  ii.

Powers

 

  i.

Sole power to vote or direct vote: 2,445,290

 

  ii.

Shared power to vote or direct vote: 0

 

  iii.

Sole power to dispose or direct the disposition: 2,445,290

 

  iv.

Shared power to dispose or direct the disposition: 0

 

  iii.

GFS Energy has not entered into any transactions in the Common Stock during the past sixty days. Goff Energy received 1.75 shares of Common Stock of the Issuer for every Common Unit of Mid-Con Energy Partners held pursuant to the Merger Agreement.


  H.

Goff Family Trust

 

  i.

As of close of business on January 22, 2021, Goff Family Trust, as managing member of GFT and controlling shareholder of Goff Capital, and with respect to the Common Stock directly beneficially owned by Goff Family Trust, may be deemed to beneficially own: (1) 10,144,020 shares of Common Stock owned by Goff MCF, (2) 3,026,664 shares of Common Stock owned by Family Investments, (3) 8,632,710 shares of Common Stock owned by Holdings, (4) 3,038,705 shares of Common Stock owned by Goff MCEP, (5) 4,768,317 shares of Common Stock owned by MCEP II, (6) 2,445,290 shares of Common Stock owned by Goff Energy, and (7) 12,067,617 shares of Common Stock owned by Goff Family Trust directly.

 

      

Percentage: 22.2%

 

  ii.

Powers

 

  i.

Sole power to vote or direct vote: 44,123,323

 

  ii.

Shared power to vote or direct vote: 0

 

  iii.

Sole power to dispose or direct the disposition: 44,123,323

 

  iv.

Shared power to dispose or direct the disposition: 0

 

  iii.

Goff Family Trust received 1.75 shares of Common Stock of the Issuer for every Common Unit of Mid-Con Energy Partners held pursuant to the Merger Agreement. Goff Capital has not entered into any transactions in the Common Stock during the past sixty days. GFT has not entered into any transactions in the Common Stock during the past sixty days. GFS has not entered into any transactions in the Common Stock during the past sixty days. GFS Management has not entered into any transactions in the Common Stock during the past sixty days. GFS Contango has not entered into any transactions in the Common Stock during the past sixty days. Goff MCF has not entered into any transactions in the Common Stock during the past sixty days. Holdings GP has not entered into any transactions in the Common Stock during the past sixty days. Holdings has not entered into any transactions in the Common Stock during the past sixty days. Family Investments received 1.75 shares of Common Stock of the Issuer for every Common Unit of Mid-Con Energy Partners held pursuant to the Merger Agreement. Goff MCEP received 1.75 shares of Common Stock of the Issuer for every Common Unit of Mid-Con Energy Partners held pursuant to the Merger Agreement. GFS MCEP has not entered into any transactions in the Common Stock during the past sixty days. MCEP II received 1.75 shares of Common Stock of the Issuer for every Common Unit of Mid-Con Energy Partners held pursuant to the Merger Agreement. GFS Energy has not entered into any transactions in the Common Stock during the past sixty days. Goff Energy received 1.75 shares of Common Stock of the Issuer for every Common Unit of Mid-Con Energy Partners held pursuant to the Merger Agreement.

 

  I.

Family Investments

 

  i.

As of close of business on January 22, 2021, Family Investments beneficially owned 3,026,664 shares of Common Stock.

 

      

Percentage: 1.5%

 

  ii.

Powers

 

  i.

Sole power to vote or direct vote: 3,026,664

 

  ii.

Shared power to vote or direct vote: 0

 

  iii.

Sole power to dispose or direct the disposition: 3,026,664

 

  iv.

Shared power to dispose or direct the disposition: 0

 

  iii.

Family Investments received 1.75 shares of Common Stock of the Issuer for every Common Unit of Mid-Con Energy Partners held pursuant to the Merger Agreement.


  J.

Goff Capital

 

  i.

As of close of business on January 22, 2021, Goff Capital, as the general partner of Family Investments and manager of Goff MCEP, may be deemed to beneficially own (1) 3,026,664 shares of Common Stock owned by Family Investments, and (2) 3,038,705 shares of Common Stock owned by Goff MCEP.

 

      

Percentage: 3.0%

 

  ii.

Powers

 

  i.

Sole power to vote or direct vote: 6,065,369

 

  ii.

Shared power to vote or direct vote: 0

 

  iii.

Sole power to dispose or direct the disposition: 6,065,369

 

  iv.

Shared power to dispose or direct the disposition: 0

 

  iii.

Goff Capital has not entered into any transactions in the Common Stock during the past sixty days. Family Investments received 1.75 shares of Common Stock of the Issuer for every Common Unit of Mid-Con Energy Partners held pursuant to the Merger Agreement. Goff MCEP received 1.75 shares of Common Stock of the Issuer for every Common Unit of Mid-Con Energy Partners held pursuant to the Merger Agreement.

 

  K.

GFS Management

 

  i.

As of close of business on January 22, 2021, GFS Management, as managing member of GFS Contango GP, GFS MCEP, and GFS Energy, may be deemed to beneficially own (1) 10,144,020 shares of Common Stock owned by Goff MCF, (2) 4,768,317 shares of Common Stock owned by MCEP II, and (3) 2,445,290 shares of Common Stock owned by Goff Energy.

 

      

Percentage: 8.7%

 

  ii.

Powers

 

  i.

Sole power to vote or direct vote: 17,357,627

 

  ii.

Shared power to vote or direct vote: 0

 

  iii.

Sole power to dispose or direct the disposition: 17,357,627

 

  iv.

Shared power to dispose or direct the disposition: 0

 

  iii.

GFS Management has not entered into any transactions in the Common Stock during the past sixty days. GFS Contango has not entered into any transactions in the Common Stock during the past sixty days. Goff MCF has not entered into any transactions in the Common Stock during the past sixty days. GFS MCEP has not entered into any transactions in the Common Stock during the past sixty days. MCEP II received 1.75 shares of Common Stock of the Issuer for every Common Unit of Mid-Con Energy Partners held pursuant to the Merger Agreement. GFS Energy has not entered into any transactions in the Common Stock during the past sixty days. Goff Energy received 1.75 shares of Common Stock of the Issuer for every Common Unit of Mid-Con Energy Partners held pursuant to the Merger Agreement.

 

  L.

GFS

 

  i.

As of close of business on January 22, 2021, GFS, as managing member of GFS Management, may be deemed to beneficially own (1) 10,144,020 shares of Common Stock owned by Goff MCF, (2) 4,768,317 shares of Common Stock owned by MCEP II, and (3) 2,445,290 shares of Common Stock owned by Goff Energy.

 

      

Percentage: 8.7%

 

  ii.

Powers

 

  i.

Sole power to vote or direct vote: 17,357,627

 

  ii.

Shared power to vote or direct vote: 0

 

  iii.

Sole power to dispose or direct the disposition: 17,357,627

 

  iv.

Shared power to dispose or direct the disposition: 0


  iii.

GFS has not entered into any transactions in Common Stock during the past sixty days. GFS Management has not entered into any transactions in Common Stock during the past sixty days. GFS Contango has not entered into any transactions in the Common Stock during the past sixty days. Goff MCF has not entered into any transactions in the Common Stock during the past sixty days. GFS MCEP has not entered into any transactions in the Common Stock during the past sixty days. MCEP II received 1.75 shares of Common Stock of the Issuer for every Common Unit of Mid-Con Energy Partners held pursuant to the Merger Agreement. GFS Energy has not entered into any transactions in the Common Stock during the past sixty days. Goff Energy received 1.75 shares of Common Stock of the Issuer for every Common Unit of Mid-Con Energy Partners held pursuant to the Merger Agreement.

 

  M.

GFT

 

  i.

As of close of business on January 22, 2021, GFT, as controlling equity holder of GFS, may be deemed to beneficially own (1) 10,144,020 shares of Common Stock owned by Goff MCF, (2) 4,768,317 shares of Common Stock owned by MCEP II, and (3) 2,445,290 shares of Common Stock owned by Goff Energy.

 

      

Percentage: 8.7%

 

  ii.

Powers

 

  i.

Sole power to vote or direct vote: 17,357,627

 

  ii.

Shared power to vote or direct vote: 0

 

  iii.

Sole power to dispose or direct the disposition: 17,357,627

 

  iv.

Shared power to dispose or direct the disposition: 0

 

  iii.

GFT has not entered into any transactions in the Common Stock during the past sixty days. GFS has not entered into any transactions in the Common Stock during the past sixty days. GFS Management has not entered into any transactions in the Common Stock during the past sixty days. GFS Contango has not entered into any transactions in the Common Stock during the past sixty days. Goff MCF has not entered into any transactions in the Common Stock during the past sixty days. GFS MCEP has not entered into any transactions in the Common Stock during the past sixty days. MCEP II received 1.75 shares of Common Stock of the Issuer for every Common Unit of Mid-Con Energy Partners held pursuant to the Merger Agreement. GFS Energy has not entered into any transactions in the Common Stock during the past sixty days. Goff Energy received 1.75 shares of Common Stock of the Issuer for every Common Unit of Mid-Con Energy Partners held pursuant to the Merger Agreement.

 

  N.

Holdings

 

  i.

As of close of business on January 22, 2021, Holdings beneficially owned 8,632,710 shares of Common Stock.

 

      

Percentage: 4.3%

 

  ii.

Powers

 

  i.

Sole power to vote or direct vote: 8,632,710

 

  ii.

Shared power to vote or direct vote: 0

 

  iii.

Sole power to dispose or direct the disposition: 8,632,710

 

  iv.

Shared power to dispose or direct the disposition: 0

 

  iii.

Holdings has not entered into any transactions in the Common Stock during the past sixty days.

 

  O.

Holdings GP

 

  i.

As of close of business on January 22, 2021, Holdings GP, as general partner of Holdings, may be deemed to beneficially own 8,632,710 shares of Common Stock.

 

      

Percentage: 4.3%


  ii.

Powers

 

  i.

Sole power to vote or direct vote: 8,632,710

 

  ii.

Shared power to vote or direct vote:

 

  iii.

Sole power to dispose or direct the disposition: 8,632,710

 

  iv.

Shared power to dispose or direct the disposition: 0

 

  iii.

Holdings GP has not entered into any transactions in the Common Stock during the past sixty days. Holdings has not entered into any transactions in the Common Stock during the past sixty days.

 

  P.

Kulik

 

  i.

As of close of business on January 22, 2021, Kulik beneficially owned 372,890 shares of Common Stock.

 

      

Percentage: 0.2%

 

  ii.

Powers

 

  i.

Sole power to vote or direct vote: 372,890

 

  ii.

Shared power to vote or direct vote: 0

 

  iii.

Sole power to dispose or direct the disposition: 372,890

 

  iv.

Shared power to dispose or direct the disposition: 0

 

  iii.

Kulik has not entered into any transactions in the Common Stock during the past sixty days.

 

  Q.

Kulik GP

 

  i.

As of close of business on January 22, 2021, Kulik GP, as general partner of Kulik, may be deemed to beneficially own 372,890 shares of Common.

 

      

Percentage: 0.2%

 

  ii.

Powers

 

  i.

Sole power to vote or direct vote: 372,890

 

  ii.

Shared power to vote or direct vote: 0

 

  iii.

Sole power to dispose or direct the disposition: 372,890

 

  iv.

Shared power to dispose or direct the disposition: 0

 

  iii.

Kulik GP has not entered into any transactions in the Common Stock during the past sixty days. Kulik has not entered into any transactions in the Common Stock during the past sixty days.

 

  R.

Goff Foundation

 

  i.

As of close of business on January 22, 2021, Goff Foundation beneficially owned 261,957 shares of Common Stock.

 

      

Percentage: 0.1%

 

  ii.

Powers

 

  i.

Sole power to vote or direct vote: 261,957

 

  ii.

Shared power to vote or direct vote: 0

 

  iii.

Sole power to dispose or direct the disposition: 261,957

 

  iv.

Shared power to dispose or direct the disposition: 0

 

  iii.

Goff Foundation received 1.75 shares of Common Stock of the Issuer for every Common Unit of Mid-Con Energy Partners held pursuant to the Merger Agreement.


  S.

Travis Goff

 

  i.

As of the close of business on January 22, 2021, Travis Goff, as President of Goff Capital and President of GFS, may be deemed to beneficially own (1) 3,038,705 shares of Common Stock owned by Goff MCEP, (2) 4,768,317 shares of Common Stock owned by MCEP II, (3) 2,445,290 shares of Common Stock owned by Goff Energy, (4) 10,144,020 shares of Common Stock owned by Goff MCF, (5) 8,632,710 shares of Common Stock owned by Holdings, (6) 3,026,664 shares of Common Stock owned by Family Investments, and (7) 71,750 shares of Common Stock owned by Travis Goff directly.

 

      

Percentage: 16.1%

 

  ii.

Powers

 

  i.

Sole power to vote or direct vote: 32,127,456

 

  ii.

Shared power to vote or direct vote: 0

 

  iii.

Sole power to dispose or direct the disposition: 32,127,456

 

  iv.

Shared power to dispose or direct the disposition: 0

 

  iii.

Travis Goff received 1.75 shares of Common Stock of the Issuer for each Mid-Con phantom unit award that was outstanding as of the effective time of the merger, pursuant to the Merger Agreement. GFT has not entered into any transactions in the Common Stock during the past sixty days. GFS has not entered into any transactions in the Common Stock during the past sixty days. GFS Management has not entered into any transactions in the Common Stock during the past sixty days. MCEP II received 1.75 shares of Common Stock of the Issuer for every Common Unit of Mid-Con Energy Partners held pursuant to the Merger Agreement. GFS MCEP has not entered into any transactions in the Common Stock during the past sixty days. Goff Energy received 1.75 shares of Common Stock of the Issuer for every Common Unit of Mid-Con Energy Partners held pursuant to the Merger Agreement. GFS Energy has not entered into any transactions in the Common Stock during the past sixty days. Goff Capital has not entered into any transactions in the Common Stock during the past sixty days. Goff MCEP received 1.75 shares of Common Stock of the Issuer for every Common Unit of Mid-Con Energy Partners held pursuant to the Merger Agreement. Goff MCF has not entered into any transactions in the Common Stock during the past sixty days. GFS Contango has not entered into any transactions in the Common Stock during the past sixty days. Holdings has not entered into any transactions in the Common Stock during the past sixty days. Holdings GP has not entered into any transactions in the Common Stock during the past sixty days. Family Investments received 1.75 shares of Common Stock of the Issuer for every Common Unit of Mid-Con Energy Partners held pursuant to the Merger Agreement.

 

  T.

John C. Goff

 

  i.

As of close of business on January 22, 2021, John C. Goff, as Chief Executive Officer of Goff Capital, as trustee of Goff Family Trust, as a manager of Kulik GP, as manager and Chief Executive Officer of GFS, as sole board member of Goff Foundation, and with respect to the Common Stock directly beneficially owned by him; John C. Goff may be deemed the beneficial owner of the (1) 10,144,020 shares of Common Stock owned by Goff MCF, (2) 8,632,710 shares of Common Stock owned by Holdings, (3) 12,067,617 shares of Common Stock owned by Goff Family Trust, (4) 372,890 shares of Common Stock owned by Kulik, (5) 3,026,664 shares of Common Stock owned by Family Investments, (6) 3,038,705 shares of Common Stock owned by Goff MCEP, (7) 4,768,317 shares of Common Stock beneficially owned by MCEP II, (8) 2,445,290 shares of Common Stock owned by Goff Energy, (9) 261,957 shares of Common Stock owned by Goff Foundation, and (10) 3,636,404 shares of Common Stock owned by John C. Goff directly.

 

      

Percentage: 24.3%

 

  ii.

Powers

 

  i.

Sole power to vote or direct vote: 48,394,574

 

  ii.

Shared power to vote or direct vote: 0

 

  iii.

Sole power to dispose or direct the disposition: 48,394,574

 

  iv.

Shared power to dispose or direct the disposition: 0


  iii.

John C. Goff has not entered into any transactions in the Common Stock during the past sixty days. Goff Family Trust received 1.75 shares of Common Stock of the Issuer for every Common Unit of Mid-Con Energy Partners held pursuant to the Merger Agreement. Goff Capital has not entered into any transactions in the Common Stock during the past sixty days. Family Investments received 1.75 shares of Common Stock of the Issuer for every Common Unit of Mid-Con Energy Partners held pursuant to the Merger Agreement. Goff MCEP received 1.75 shares of Common Stock of the Issuer for every Common Unit of Mid-Con Energy Partners held pursuant to the Merger Agreement. GFT has not entered into any transactions in the Common Stock during the past sixty days. GFS has not entered into any transactions in Common Stock during the past sixty days. GFS Management has not entered into any transactions in the Common Stock during the past sixty days. GFS Contango has not entered into any transactions in the Common Stock during the past sixty days. Goff MCF has not entered into any transactions in the Common Stock during the past sixty days. GFS MCEP has not entered into any transactions in the Common Stock during the past sixty days. MCEP II received 1.75 shares of Common Stock of the Issuer for every Common Unit of Mid-Con Energy Partners held pursuant to the Merger Agreement. GFS Energy has not entered into any transactions in the Common Stock during the past sixty days. Goff Energy received 1.75 shares of Common Stock of the Issuer for every Common Unit of Mid-Con Energy Partners held pursuant to the Merger Agreement. Kulik GP has not entered into any transactions in the Common Stock during the past sixty days. Kulik has not entered into any transactions in the Common Stock during the past sixty days. Holdings GP has not entered into any transactions in the Common Stock during the past sixty days. Holdings has not entered into any transactions in the Common Stock during the past sixty days. Goff Foundation received 1.75 shares of Common Stock of the Issuer for every Common Unit of Mid-Con Energy Partners held pursuant to the Merger Agreement.

As general partner of Family Investments and manager of Goff MCEP, 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 and Goff MCEP. Goff Capital disclaims beneficial ownership of the Common Stock directly held by Family Investments and Goff MCEP, except to the extent of its pecuniary interest therein.

As general partner of Goff MCF, GFS Contango 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 Goff MCF. GFS Contango disclaims beneficial ownership of the Common Stock directly held by Goff MCF, except to the extent of its pecuniary interest therein.

As general partner of MCEP II, GFS MCEP 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 MCEP II. GFS MCEP disclaims beneficial ownership of the Common Stock directly held by MCEP II, except to the extent of its pecuniary interest therein.

As general partner of Goff Energy, GFS Energy 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 Goff Energy. GFS Energy disclaims beneficial ownership of the Common Stock directly held by Goff Energy, except to the extent of its pecuniary interest therein.

As managing member of GFS Contango, GFS MCEP and GFS Energy, 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 directly held by Goff MCF, MCEP II, and Goff Energy. GFS Management disclaims beneficial ownership of the Common Stock directly held by Goff MCF, MCEP II, and Goff Energy, 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 directly held by Goff MCF, MCEP II, and Goff Energy. GFS disclaims beneficial ownership of the Common Stock directly held by Goff MCF, MCEP II, and Goff Energy, 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 held by Goff MCF, MCEP II, and Goff Energy. GFT disclaims beneficial ownership of the Common Stock directly held by Goff MCF, MCEP II, and Goff Energy, except to the extent of its pecuniary interest therein.

As managing member of GFT and controlling equity holder of Goff Capital and Holdings GP, 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 directly held by Goff MCF, Holdings, Family Investments, Goff MCEP, MCEP II, Goff Energy, and Goff Family Trust. Goff Family Trust disclaims beneficial ownership of those shares of Common Stock held directly by Goff MCF, Holdings, Family Investments, Goff MCEP, MCEP II, Goff Energy, except to the extent of its pecuniary interest therein.

As President of Goff Capital and President of GFS, Travis 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 directly held by Goff MCEP, MCEP II, Goff Energy, Goff MCF, Holdings, Family Investments, and shares held directly. Travis Goff disclaims beneficial ownership of those shares of Common Stock held directly by Goff MCEP, MCEP II, Goff Energy, Goff MCF, Holdings, and Family Investments except to the extent of his pecuniary interest therein.

As Chief Executive Officer of Goff Capital, a manager of Kulik GP, manager and Chief Executive Officer of GFS, sole board member of Goff Foundation, 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 directly held by Goff MCF, Holdings, Kulik, Goff Family Trust, Family Investments, Goff MCEP, MCEP II, Goff Energy, Goff Foundation and indirectly through a SEP IRA, of which Mr. Goff is the beneficiary. Mr. Goff disclaims beneficial ownership of those shares of Common Stock held directly by Goff MCF, Holdings, Kulik, Family Investments, Goff Family Trust, Goff MCEP, MCEP II, Goff Energy, and Goff Foundation 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.

 

Item 7.

Material to Be Filed as Exhibits.

Item 7 in its entirety as follows:

 

Exhibit 1    Joint Filing Agreement by and among Goff MCF Partners, LP, GFS Contango GP, LLC, The John C. Goff 2010 Family Trust, Goff Family Investments, LP, Goff Focused Strategies LLC, GFT Strategies, LLC, Goff Capital, Inc., John C. Goff, Travis Goff, GFS Management, LLC, Kulik Partners, LP, Kulik GP, LLC, JCG 2016 Holdings, LP, JCG 2016 Management, LLC, Goff MCEP Holdings, LLC, Goff MCEP II, LP, GFS MCEP GP, LLC, Goff Focused Energy Strategies, LP, GFS Energy GP, LLC, and the Goff Family Foundation dated January 22, 2021.

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: January 22, 2021

 

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

 

    GFS Management, LLC
By:  

/s/ John C. Goff

        By:   its Managing Member, Goff Focused Strategies LLC
  John C. Goff, Chief Executive Officer      

 

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

    Goff Focused Strategies LLC
  John C. Goff, Chief Executive Officer      

 

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

 

JCG 2016 Holdings, LP     JCG 2016 Management, LLC
    By:   its General Partner, JCG 2016 Management, LLC               
By:  

/s/ John C. Goff

    By:  

/s/ John C. Goff

  John C. Goff, Chief Executive Officer       John C. Goff, Chief Executive Officer


Kulik Partners, LP    
    By:   its General Partner, Kulik GP, LLC     Kulik GP, LLC
By:  

/s/ John C. Goff

    By:  

/s/ John C. Goff

  John C. Goff, Manager       John C. Goff, Manager

 

Goff MCEP Holdings, LLC     GFS Energy GP, LLC
    By:   its Manager, Goff Capital, Inc.         By:   its Managing Member, GFS Management, LLC
        By:   its Managing Member, Goff Focused Strategies LLC
By:  

/s/ John C. Goff

     
  John C. Goff, Chief Executive Officer    

 

Goff MCEP II, LP     By:  

/s/ John C. Goff

    By:   its General Partner, GFS MCEP GP, LLC       John C. Goff, Chief Executive Officer
      Goff Family Foundation
By:  

/s/ John C. Goff

                       
  John C. Goff, Chief Executive Officer      

 

GFS MCEP GP, LLC     By:  

/s/ John C. Goff

    By:   its Managing Member, GFS Management, LLC       John C. Goff, sole board member
    By:   its Managing Member, Goff Focused Strategies LLC     Travis Goff
By:  

/s/ John C. Goff

    By:  

/s/ John C. Goff

  John C. Goff, Chief Executive Officer      

 

Goff Focused Energy Strategies, LP    
    By:   its General Partner, GFS Energy GP, LLC    
By:  

/s/ John C. Goff

                       
  John C. Goff, Chief Executive Officer    


Transactions in the Common Stock During the Past Sixty Days

 

Name    Date    No. of Shares      Transaction    Price      Method  
The John C. Goff 2010 Family Trust    01/21/2021      401,609      Conversion(1)    $0.00      Merger  
Goff Family Investments, LP    01/21/2021      14,000      Conversion(2)    $0.00      Merger
Goff MCEP Holdings, LLC    01/21/2021      3,038,705      Conversion(3)    $0.00      Merger
Goff MCEP II, LP    01/21/2021      4,768,317      Conversion(4)    $0.00      Merger
Goff Focused Energy Strategies, LP    01/21/2021      2,445,290      Conversion(5)    $0.00      Merger
The Goff Family Foundation    01/21/2021      261,957      Conversion(6)    $0.00      Merger
Travis Goff    01/21/2021      71,750      Conversion(7)    $0.00      Merger

 

(1)

On January 21, 2021, The John C. Goff 2010 Family Trust received 401,609 Common Shares of the Issuer pursuant to the Merger Agreement which provides for the issuance of 1.7500 shares of Common Stock for each Mid-Con Common Unit held by such person at the effective time of the Merger.

(2)

On January 21, 2021, Goff Family Investments, LP received 14,000 Common Shares of the Issuer pursuant to the Merger Agreement which provides for the issuance of 1.7500 shares of Common Stock for each Mid-Con Common Unit held by such person at the effective time of the Merger.

(3)

On January 21, 2021, Goff MCEP Holdings, LLC received 3,038,705 Common Shares of the Issuer pursuant to the Merger Agreement which provides for the issuance of 1.7500 shares of Common Stock for each Mid-Con Common Unit held by such person at the effective time of the Merger.

(4)

On January 21, 2021, Goff MCEP II, LP received 4,768,317 Common Shares of the Issuer pursuant to the Merger Agreement which provides for the issuance of 1.7500 shares of Common Stock for each Mid-Con Common Unit held by such person at the effective time of the Merger.

(5)

On January 21, 2021, Goff Focused Energy Strategies, LP received 2,445,290 Common Shares of the Issuer pursuant to the Merger Agreement which provides for the issuance of 1.7500 shares of Common Stock for each Mid-Con Common Unit held by such person at the effective time of the Merger.

(6)

On January 21, 2021, The Goff Family Foundation received 261,957 Common Shares of the Issuer pursuant to the Merger Agreement which provides for the issuance of 1.7500 shares of Common Stock for each Mid-Con Common Unit held by such person at the effective time of the Merger.

(7)

On January 21, 2021, Travis Goff received 71,750 Common Shares of the Issuer pursuant to the Merger Agreement which provided that each Mid-Con phantom unit award that is outstanding as of the effective time will fully vest, and will be converted into the right to receive a number of shares of Contango common stock equal to the product of (i) the number of Mid-Con common units subject to such award and (ii) the exchange ratio.

EX-99.1

Exhibit 1

JOINT FILING AGREEMENT

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act of any rule or regulation thereunder (including any amendment, restatement, supplement and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing and/or incorporation by reference of this agreement as an exhibit thereto. The agreement shall remain in full force and effect until revoked by either party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date written below.

Dated: January 22, 2021

 

John C. Goff     GFS Contango GP, LLC
        By:   its Managing Member, GFS Management, LLC
        By:   its Managing Member, Goff Focused Strategies LLC
By:  

/s/ John C. Goff

                  

 

Goff MCF Partners, LP     By:  

/s/ John C. Goff

    By:   its General Partner, GFS Contango GP, LLC       John C. Goff, Chief Executive Officer
      GFS Management, LLC
By:  

/s/ John C. Goff

        By:   its Managing Member, Goff Focused Strategies LLC
  John C. Goff, Chief Executive Officer                   
       
Goff Family Investments, LP     By:  

/s/ John C. Goff

    By:   its General Partner, Goff Capital, Inc.       John C. Goff, Chief Executive Officer

 

      Goff Focused Strategies LLC
By:  

/s/ John C. Goff

     
  John C. Goff, Chief Executive Officer      
      By:  

/s/ John C. Goff

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

/s/ John C. Goff

John C. Goff, Chief Executive Officer

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

/s/ John C. Goff

        John C. Goff, Trustee
By:  

/s/ John C. Goff

    JCG 2016 Management, LLC
  John C. Goff, Sole Trustee      


JCG 2016 Holdings, LP    
    By:   its General Partner, JCG 2016 Management, LLC     By:  

/s/ John C. Goff

      John C. Goff, Chief Executive Officer
By:  

/s/ John C. Goff

    Kulik GP, LLC
  John C. Goff, Chief Executive Officer      

 

Kulik Partners, LP     By:  

/s/ John C. Goff

    By:   its General Partner, Kulik GP, LLC       John C. Goff, Manager
    GFS Energy GP, LLC
By:  

/s/ John C. Goff

        By:   its Managing Member, GFS Management, LLC
  John C. Goff, Manager         By:   its Managing Member, Goff Focused Strategies LLC

 

Goff MCEP Holdings, LLC    
    By:   its Manager, 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 Family Foundation
Goff MCEP II, LP    
    By:   its General Partner, GFS MCEP GP, LLC      
      By:  

/s/ John C. Goff

      John C. Goff, sole board member
By:  

/s/ John C. Goff

   
  John C. Goff, Chief Executive Officer     Travis Goff

 

GFS MCEP GP, LLC    
    By:   its Managing Member, GFS Management, LLC     By:  

/s/ John C. Goff

    By:   its Managing Member, Goff Focused Strategies LLC      
By:  

/s/ John C. Goff

   
  John C. Goff, Chief Executive Officer    
     
Goff Focused Energy Strategies, LP    
    By:   its General Partner, GFS Energy GP, LLC    
By:  

/s/ John C. Goff

   
  John C. Goff, Chief Executive Officer