Sec Form 13D Filing - Anchorage Capital Group L.L.C. filing for GOODRICH PETROLEUM CORP (GDP) - 2021-09-24

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*

GOODRICH PETROLEUM CORPORATION
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

382410843
(CUSIP Number)

Anchorage Capital Group, L.L.C.
610 Broadway
6th Floor
New York, NY 10012
Tel: 212-432-4650
Attention: David Young
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 22, 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), Rule 13d-1(f) or Rule 13d-1(g), check the following box.

(Page 1 of 8 Pages)


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).
 

CUSIP NO. 382410843
Page 2 of 8 Pages

1
NAMES OF REPORTING PERSONS
 
 
ANCHORAGE CAPITAL GROUP, L.L.C.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
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
 
 
DELAWARE
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
1,495,686 (1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
1,495,686 (1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,495,686 (1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
10.91% (2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO, IA
 
 
 
 

(1)
Pursuant to Rule 13d-3(d) under the Act, this amount includes 195,686 Shares issuable upon conversion of Convertible Notes (as defined in Amendment No. 1) held for the account of AIOM VII (as defined in Amendment No. 1) at any time at the option of the holder.
 
(2)
Calculation is based on 13,509,513 Shares outstanding as of August 2, 2021, as reported by the Issuer in its quarterly report on Form 10-Q, filed on August 5, 2021, plus the 195,686 Shares issuable upon conversion of Convertible Notes held for the account of AIOM VII, which have been added to the total Shares outstanding in accordance with Rule 13d-3(d)(3) under the Act.
 
 

CUSIP NO. 382410843
Page 3 of 8 Pages
1
NAMES OF REPORTING PERSONS
 
 
ANCHORAGE ADVISORS MANAGEMENT, L.L.C.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
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
 
 
DELAWARE
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
1,495,686 (1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
1,495,686 (1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,495,686 (1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
10.91% (2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO, HC
 
 
 
 

(1)
Pursuant to Rule 13d-3(d) under the Act, this amount includes 195,686 Shares issuable upon conversion of Convertible Notes (as defined in Amendment No. 1) held for the account of AIOM VII (as defined in Amendment No. 1) at any time at the option of the holder.
 
(2)
Calculation is based on 13,509,513 Shares outstanding as of August 2, 2021, as reported by the Issuer in its quarterly report on Form 10-Q, filed on August 5, 2021, plus the 195,686 Shares issuable upon conversion of Convertible Notes held for the account of AIOM VII, which have been added to the total Shares outstanding in accordance with Rule 13d-3(d)(3) under the Act.
 
 

CUSIP NO. 382410843
Page 4 of 8 Pages
1
NAMES OF REPORTING PERSONS
 
 
KEVIN M. ULRICH
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
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
 
 
CANADA
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
1,495,686 (1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
1,495,686 (1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,495,686 (1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
10.91% (2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN, HC
 
 
 
 

(1)
Pursuant to Rule 13d-3(d) under the Act, this amount includes 195,686 Shares issuable upon conversion of Convertible Notes (as defined in Amendment No. 1) held for the account of AIOM VII (as defined in Amendment No. 1) at any time at the option of the holder.
 
(2)
Calculation is based on 13,509,513 Shares outstanding as of August 2, 2021, as reported by the Issuer in its quarterly report on Form 10-Q, filed on August 5, 2021, plus the 195,686 Shares issuable upon conversion of Convertible Notes held for the account of AIOM VII, which have been added to the total Shares outstanding in accordance with Rule 13d-3(d)(3) under the Act.
 
 

CUSIP NO. 382410843
Page 5 of 8 Pages
1
NAMES OF REPORTING PERSONS
 
 
ANCHORAGE ILLIQUID OPPORTUNITIES V, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
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
 
 
DELAWARE
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
679,521
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
679,521
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
679,521
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
5.03% (1)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

(1)
Calculation is based on 13,509,513 Shares outstanding as of August 2, 2021, as reported by the Issuer in its quarterly report on Form 10-Q, filed on August 5, 2021.
 
 

CUSIP NO. 382410843
Page 6 of 8 Pages
1
NAMES OF REPORTING PERSONS
 
 
AIO V AIV 1 HOLDINGS, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
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
 
 
DELAWARE
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
620,479
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
620,479
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
620,479
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
4.59% (1)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

(1)
Calculation is based on 13,509,513 Shares outstanding as of August 2, 2021, as reported by the Issuer in its quarterly report on Form 10-Q, filed on August 5, 2021.
 
 

CUSIP NO. 382410843
Page 7 of 8 Pages
Item 1.
SECURITY AND ISSUER

Item 1 of the Schedule 13D is hereby amended and supplemented as follows:

This Amendment No. 2 to Schedule 13D ("Amendment No. 1") is being filed by the undersigned, pursuant to §240.13d-2(a), with respect to the Common Stock, par value $0.01 per share, (the "Shares") of Goodrich Petroleum Corporation (the “Issuer”), whose principal executive offices are located at 801 Louisiana St., Suite 700, Houston, Texas 77002. This Amendment No. 2 amends and supplements the statement on the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on May 24, 2018, as amended by Amendment No. 1 filed on March 11, 2021 (collectively, the "Schedule 13D"). Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D.

Item 5.
INTEREST IN SECURITIES OF THE ISSUER

Item 5 of the Schedule 13D is hereby amended and supplemented as follows:

 (a, b)          The aggregate number of Shares and the percentage of total outstanding Shares beneficially owned by the Reporting Persons as of the date hereof is set forth below:

 
Reporting Person
Number of Shares Beneficially Owned (1)
Percentage of Outstanding Shares
 
Capital Group
1,495,686 (2)
10.91% (3)
 
Management
1,495,686 (2)
10.91% (3)
 
Mr. Ulrich
1,495,686 (2)
10.91% (3)
 
AIO V
679,521
5.03% (3)
 
AIV 1
620,479
4.59% (3)

(1)  The beneficial ownership for which each figure is provided in this column is the shared, not sole, power to vote or to direct the vote, and the shared, not sole, power to dispose or to direct the disposition of the Shares.

(2)  Pursuant to Rule 13d-3(d) under the Act, this amount includes 195,686 Shares issuable upon conversion of Convertible Notes held for the account of AIOM VII at any time at the option of the holder.

(3)    Calculation is based on 13,509,513 Shares outstanding as of August 2, 2021, as reported by the Issuer in its quarterly report on Form 10-Q, filed on August 5, 2021, plus, for purposes of Capital Group’s, Management’s and Mr. Ulrich’s percentage calculation, the 195,686 Shares issuable upon conversion of Convertible Notes held for the account of AIOM VII, which have been added to the total Shares outstanding in accordance with Rule 13d-3(d)(3) under the Act.

(c)
On September 8, 2021, AIO V exercised Warrants for 49,762 Shares and AIV 1 exercised Warrants for 46,670 Shares, for an aggregate of 99,432 Shares acquired upon exercise of the Warrants. The Warrants were exercisable for 0.00001% of the Common Stock Deemed Outstanding (as defined in the Warrant Agreement) at the time of exercise, and became exercisable on July 14, 2021, the first date on which the product of (x) the Common Stock Deemed Outstanding and (y) the Current Sale Price (as defined in the Warrant Agreement), was equal to at least $230.0 million.   On September 22, 2021, AIO V sold 189,032 Shares and AIV 1 sold 177,278 Shares, for an aggregate of 366,310 Shares sold, in a block trade with the broker at a price of $19 per Share.  Except as described in this Amendment No. 2, there were no transactions in the Shares by the Reporting Persons in the past sixty days.

(d)
This Item 5(d) is not applicable.

(e)
On September 22, 2021, AIV 1 ceased to be the beneficial owner of more than five percent of the Shares.



CUSIP NO. 382410843
Page 8 of 8 Pages

SIGNATURES
 
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Date: September 24, 2021

  ANCHORAGE CAPITAL GROUP, L.L.C.  
       

By:
/s/ Kevin M. Ulrich  
    Name: Kevin M. Ulrich  
    Title:   Authorized Signatory  
       

  ANCHORAGE ADVISORS MANAGEMENT, L.L.C.  
       

By:
/s/ Kevin M. Ulrich  
    Name: Kevin M. Ulrich  
    Title:   Authorized Signatory  
       

  KEVIN M. ULRICH  
       

/s/ Kevin M. Ulrich
 


  ANCHORAGE ILLIQUID OPPORTUNITIES V, L.P.  
       
  By:
Anchorage Capital Group, L.L.C., its investment manager
 
       

By:
/s/ Natalie Birrell  
    Name: Natalie Birrell  
    Title:   Chief Operating Officer  
       

  AIO V AIV 1 HOLDINGS, L.P.  
       
  By:
Anchorage Capital Group, L.L.C., its investment manager
 
       

By:
/s/ Natalie Birrell  
    Name: Natalie Birrell  
    Title:   Chief Operating Officer