Sec Form 4 Filing - GOFF JOHN C @ CONTANGO OIL & GAS CO - 2019-12-19

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) 12/19/2019 (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 3,571,786 D Common Stock 12/19/2019 J( 7 )( 8 ) 8,533,072 A $ 0 10,846,008 I See footnote ( 1 ) Common Stock 12/19/2019 J( 7 )( 8 ) 2,539,900 A $ 0 2,612,664 I See footnote ( 2 ) Common Stock 12/19/2019 J( 7 )( 8 ) 7,832,710 A $ 0 7,832,710 I See footnote ( 3 ) Common Stock 12/19/2019 J( 7 )( 8 ) 172,890 A $ 0 172,890 I See footnote ( 4 ) Common Stock 16,082 D ( 5 ) Common Stock 12/19/2019 J( 7 ) 8,533,072 D $ 0 22,233,305 I See footnote ( 6 ) Common Stock 12/19/2019 J( 7 ) 7,832,710 D $ 0 14,400,595 I See footnote ( 6 ) Common Stock 12/19/2019 J( 7 ) 2,539,900 D $ 0 11,860,695 I See footnote ( 6 ) Common Stock 12/19/2019 J( 7 ) 172,890 D $ 0 11,687,805 I See footnote ( 6 ) Common Stock 12/19/2019 J( 7 ) 138,311 D $ 0 11,549,494 I See footnote ( 6 ) Common Stock 12/19/2019 J( 7 ) 691,556 D $ 0 10,857,938 I See footnote ( 6 ) Common Stock 12/19/2019 J( 7 ) 103,733 D $ 0 10,754,205 I See footnote ( 6 ) Common Stock 12/19/2019 J( 7 ) 207,467 D $ 0 10,546,738 I See footnote ( 6 ) Common Stock 12/19/2019 J( 7 ) 207,467 D $ 0 10,339,271 I See footnote ( 6 ) Common Stock 12/19/2019 J( 7 ) 69,156 D $ 0 10,270,115 I See footnote ( 6 ) Common Stock 12/19/2019 J( 7 ) 106,937 D $ 0 10,163,178 I See footnote ( 6 ) Common Stock 12/19/2019 J( 7 ) 737 D $ 0 10,162,441 I See footnote ( 6 ) Common Stock 12/19/2019 J( 7 ) 9,211 D $ 0 10,153,230 I See footnote ( 6 ) Common Stock 12/19/2019 J( 7 ) 3,684 D $ 0 10,149,546 I See footnote ( 6 ) Common Stock 12/19/2019 J( 7 ) 3,684 D $ 0 10,145,862 I See footnote ( 6 ) Common Stock 12/19/2019 J( 7 ) 1,842 D $ 0 10,144,020 I See footnote ( 6 )

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 C Contingent Convertible Preferred Stock ( 9 ) 12/19/2019 P 820,000 ( 9 ) ( 10 ) Common Stock 820,000 $ 2.5 820,000 I See footnote ( 1 ) Series C Contingent Convertible Preferred Stock ( 9 ) 12/19/2019 P 400,000 ( 9 ) ( 10 ) Common Stock 400,000 $ 2.5 400,000 I See footnote ( 2 ) Series C Contingent Convertible Preferred Stock ( 9 ) 12/19/2019 P 800,000 ( 9 ) ( 10 ) Common Stock 800,000 $ 2.5 800,000 I See footnote ( 3 ) Series C Contingent Convertible Preferred Stock ( 9 ) 12/19/2019 P 200,000 ( 9 ) ( 10 ) Common Stock 200,000 $ 2.5 200,000 I See footnote ( 4 )

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 JCG 2016 Holdings, LP 500 COMMERCE STREET FORT WORTH, TX76102 X John C. Goff 2010 Family Trust 500 COMMERCE STREET SUITE 700 FORT WORTH, TX76102 X Signatures John C. Goff 12/23/2019 Signature of Reporting Person Date Goff MCF Partners, LP, By: GFS Contango GP, LLC, its General Partner, By: John C. Goff, Chief Executive Officer 12/23/2019 Signature of Reporting Person Date Goff Capital, Inc., By: John C. Goff, Chief Executive Officer 12/23/2019 Signature of Reporting Person Date JCG 2016 Holdings, LP, By: JCG 2016 Management, LLC, its General Partner, By: John C. Goff, Manager 12/23/2019 Signature of Reporting Person Date John C. Goff 2010 Family Trust, By: John C. Goff, Trustee 12/23/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities are held directly by the The John C. Goff 2010 Family Trust (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. ( 2 )These securities 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. ( 3 )These securities are held directly by JCG 2016 Holdings, LP (JCG Holdings). JCG 2016 Management, LLC (JCG Manageme nt) is the general partner of JCG Holdings and, as such, it may be deemed to beneficially own the securities held by JCG Holdings. John C. Goff is the manager of JCG Management, and, as such, he may be deemed to beneficially own the securities held by JCG Management. ( 4 )These securities are held directly by Kulik Partners, LP (Kulik Partners). Kulik GP, LLC (Kulik GP) is the general partner of Kulik Partners and, as such, may be deemed to beneficially own the securities held by Kulik Partners. John C. Goff is the manager of Kulik GP, and, as such, he may be deemed to beneficially own the securities held by Kulik GP. ( 5 )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. ( 6 )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 Trust is the managing member of GFT and, as such, it may be deemed to 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. ( 7 )Represents a pro rata distribution, and not a purchase or sale, without additional consideration by Goff MCF to its limited partners. Each of the Trust, Goff Investments, JCG Holdings and Kulik Partners received shares of Common Stock from Goff MCF in connection with the distribution. ( 8 )Prior to the distribution, these securities were held directly by Goff MCF. ( 9 )The Series C Preferred Stock is convertible into shares of Common Stock on a one-for-one basis upon the approval by the shareholders of the Issuer, in accordance with applicable law and the applicable rules and regulations of the principal national securities exchange on which the Common Stock is listed for trading. ( 10 )The Series C Preferred Stock has no expiration date.

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).

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