Sec Form 4 Filing - Schott Jan L @ GOODRICH PETROLEUM CORP - 2013-12-09

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Schott Jan L
2. Issuer Name and Ticker or Trading Symbol
GOODRICH PETROLEUM CORP [ GDP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP & Chief Financial Officer
(Last) (First) (Middle)
801 LOUISIANA, SUITE 700
3. Date of Earliest Transaction (MM/DD/YY)
12/09/2013
(Street)
HOUSTON, TX77002
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/09/2013 M 7,575 A 40,293 D
Common Stock 12/09/2013 S 3,721 ( 5 ) D $ 17.689 36,572 D
Common Stock 12/11/2013 M 17,756 A 54,328 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock ( 1 ) 12/09/2013 M 7,575 ( 2 ) 12/09/2013 12/09/2013 Common Stock 7,575 $ 0 0 D
Phantom Stock ( 1 ) 12/11/2013 M 17,756 ( 3 ) 12/11/2013 12/11/2013 Common Stock 17,756 $ 0 35,512 D
Phantom Stock ( 1 ) 12/10/2013 A 26,564 ( 4 ) ( 4 ) Common Stock 26,564 $ 0 26,564 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Schott Jan L
801 LOUISIANA
SUITE 700
HOUSTON, TX77002
SVP & Chief Financial Officer
Signatures
Jan L. Schott 12/11/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of phantom stock is the economic equivalent of one share of GDP common stock.
( 2 )On December 9, 2013, the reporting person settled one-third of the shares of phantom stock that were granted to him on December 9, 2010.
( 3 )On December 11, 2013, the reporting person settled one-third of the shares of phantom stock that were granted to him on December 11, 2012.
( 4 )The phantom stock vests in increments of one-third on the beginning on December 11, 2014. Thus the reporting person will receive 8,855 shares of common stock of the issuer (or cash equal to the value of the common stock on the settlement dates, in the sole discretion of the issuer) on each of December 11, 2015 and 2016, and 8,854 shares of common stock of the issuer (or cash equal to the value of the common stock on the settlement dates, in the sole discretion of the issuer) on December 11, 2017 as long as the reporting person remains affiliated with the company.
( 5 )Shares sold to cover federal tax obligations associated with the phantom stock vesting on December 9, 2013 detailed in Table II.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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