Sec Form 4 Filing - GOFF JOHN C @ CONTANGO OIL & GAS CO - 2019-12-17

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 GOFF JOHN C 2. Issuer Name and Ticker or Trading Symbol CONTANGO OIL & GAS CO [ MCF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 500 COMMERCE STREET, 3. Date of Earliest Transaction (MM/DD/YY) 12/17/2019 (Street) FORT WORTH, TX76102 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 12/17/2019 C 947,370 A $ 0.95 ( 5 ) ( 6 ) 3,227,556 D Common Stock 12/17/2019 C 344,230 A $ 2 ( 5 ) ( 6 ) 3,571,786 D Common Stock 12/17/2019 C 6,947,370 A $ 0.95 ( 7 ) ( 8 ) 27,569,727 I See footnote ( 1 ) Common Stock 12/17/2019 C 3,196,650 A $ 2 ( 7 ) ( 8 ) 30,766,377 I See footnote ( 1 ) Common Stock 2,312,936 I See footnote ( 2 ) Common Stock 72,764 I See footnote ( 3 ) Common Stock 16,082 D ( 4 )

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 Series A Preferred Stock ( 9 ) 12/17/2019 C 94,737 ( 9 ) ( 10 ) Common Stock 947,370 $ 0 0 D Series A Preferred Stock ( 9 ) 12/17/2019 C 694,737 ( 9 ) ( 10 ) Common Stock 6,947,370 $ 0 0 I See footnote ( 1 ) Series B Preferred Stock ( 11 ) 12/17/2019 C 319,665 ( 11 ) ( 12 ) Common Stock 3,196,650 $ 0 0 I See footnote ( 1 ) Series B Preferred Stock ( 11 ) 12/17/2019 C 34,423 ( 11 ) ( 12 ) Common Stock 344,230 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GOFF JOHN C 500 COMMERCE STREET FORT WORTH, TX76102 X X Goff MCF Partners, LP 500 COMMERCE STREET SUITE 700 FORT WORTH, TX76102 X Goff Capital, Inc. 500 COMMERCE STREET SUITE 700 FORT WORTH, TX76102 X John C. Goff 2010 Family Trust 500 COMMERCE STREET SUITE 700 FORT WORTH, TX76102 X Signatures John C. Goff 12/17/2019 Signature of Reporting Person Date Goff MCF Partners, LP, By: GFS Contango GP, LLC, its General Partner, By: John C. Goff, Chief Executive Officer 12/17/2019 Signature of Reporting Person Date Goff Capital, Inc., By: John C. Goff, Chief Executive Officer 12/17/2019 Signature of Reporting Person Date John C. Goff 2010 Family Trust, By: John C. Goff, Trustee 12/17/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities are held directly by Goff MCF Partners, LP (Goff MCF). GFS Contango GP, LLC (GFS Contango) is the general partner of Goff MCF, and, as such, it may be deemed to beneficially own the securities held by Goff MCF. GFS Management, LLC (GFS Management) is the managing member of GFS Contango and, as such, it may be deemed to beneficially own the securities held by GFS Contango. Goff Focused Strategies LLC (GFS) is the managing member of GFS Management and, as such, it may be deemed to beneficially own the securities held by GFS Management. GFT Strategies, LLC (GFT) is the controlling equity holder of GFS and, as such, it may be deemed to beneficially own the securities held by GFS. The John C. Goff 2010 Family Trust (the Trust) is the managing member of GFT and, as such, it may be deemed t o beneficially own the securities held by GFT. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the securities held by the Trust. ( 2 )These securities are held directly by the Trust. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the securities held by the Trust. ( 3 )These shares are held directly by Goff Family Investments, LP (Goff Investments). Goff Capital, Inc. (Goff Capital) is the general partner of Goff Investments and, as such, it may be deemed to beneficially own the securities held by Goff Investments. The Trust is the controlling shareholder of Goff Capital and, as such, it may be deemed to beneficially own the securities held by Goff Capital. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the securities held by the Trust. ( 4 )The common stock directly held by John C. Goff. The common stock was issued directly to Mr. Goff in connection with his service as a member of the board of directors of the Issuer. ( 5 )The Series A Preferred Stock and Series B Preferred Stock held by John C. Goff in a SEP-IRA were converted to Common Stock on a ten-for-one basis on December 17, 2019, after the board of directors of the Issuer and the holders of a majority of the voting power of the outstanding shares of the Issuer entitled to vote approved (i) an amendment to the Issuer's Amended and Restated Certificate of Formation to increase the number of authorized shares of Common Stock from 100,000,000 shares to 200,000,000 shares and (ii) the conversion of the Issuer's Series A Preferred Stock into, and the issuance upon such conversion of, 7,894,740 shares of Common Stock, which shareholder approval was required by the rules and regulations of the NYSE American. ( 6 )(Continued from Footnote 5) The Series A Preferred stock was originally acquired on September 13, 2019 at a price of $9.50 per share of Series A Preferred Stock. The Series B Preferred stock was originally acquired on October 30, 2019 at a price of $20.00 per share of Series B Preferred Stock. ( 7 )The Series A Preferred Stock and Series B Preferred Stock directly held by Goff MCF were converted to Common Stock on a ten-for-one basis on December 17, 2019, after the board of directors of the Issuer and the holders of a majority of the voting power of the outstanding shares of the Issuer entitled to vote approved (i) an amendment to the Issuer's Amended and Restated Certificate of Formation to increase the number of authorized shares of Common Stock from 100,000,000 shares to 200,000,000 shares and (ii) the conversion of the Issuer's Series A Preferred Stock into, and the issuance upon such conversion of, 7,894,740 shares of Common Stock, which shareholder approval was required by the rules and regulations of the NYSE American. ( 8 )(Continued from Footnote 7) The Series A Preferred stock was originally acquired on September 13, 2019 at a price of $9.50 per share of Series A Preferred Stock. The Series B Preferred stock was originally acquired on October 30, 2019 at a price of $20.00 per share of Series B Preferred Stock. ( 9 )The Series A Preferred Stock was convertible into shares of Common Stock on a ten-for-one basis upon the occurrence of (i) the effectiveness of an amendment to the Certificate of Formation of the Issuer to increase the number of authorized shares of Common Stock by at least 50,000,000 shares and (ii) if necessary, approval by the shareholders of the Issuer, in accordance with applicable law and stock exchange rules and regulations, of the issuance of the shares of Common Stock to be issued upon conversion of the Series A Preferred Stock and the issuance of such shares of Common Stock at a discount to an insider of the Issuer. ( 10 )The Series A Preferred Stock had no expiration date. ( 11 )The Series B Preferred Stock was convertible into shares of Common Stock on a ten-for-one basis upon the occurrence of (i) the effectiveness of an amendment to the Certificate of Formation of the Issuer to increase the number of authorized shares of Common Stock by at least 50,000,000 shares and (ii) if necessary, approval by the shareholders of the Issuer, in accordance with applicable law and stock exchange rules and regulations, of the issuance of the shares of Common Stock to be issued upon conversion of the Series B Preferred Stock and the issuance of such shares of Common Stock at a discount to an insider of the Issuer. ( 12 )The Series B Preferred Stock had no expiration date.

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