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 *
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, SUITE 700
3. Date of Earliest Transaction (MM/DD/YY)
01/21/2021
(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 10,144,020 I See footnotes ( 1 ) ( 2 )
Common Stock 8,632,710 I See footnote ( 3 )
Common Stock 01/21/2021 A 401,609 A $ 0 ( 15 ) 12,067,617 I See footnote ( 4 )
Common Stock 3,571,786 D ( 5 )
Common Stock 01/21/2021 A 14,000 A $ 0 ( 15 ) 3,026,664 I See footnote ( 6 )
Common Stock 372,890 I See footnote ( 7 )
Common Stock 64,618 D ( 8 )
Common Stock 01/21/2021 A 3,038,705 A $ 0 ( 15 ) 3,038,705 I See footnote ( 9 )
Common Stock 01/21/2021 A 4,768,317 A $ 0 ( 15 ) 4,768,317 I See footnote ( 10 )
Common Stock 01/21/2021 A 2,445,290 A $ 0 ( 15 ) 2,445,290 I See footnotes ( 11 ) ( 12 )
Common Stock 01/21/2021 A 261,957 A $ 0 ( 15 ) 261,957 I See footnote ( 13 )
Common Stock 01/21/2021 A 71,750 A $ 0 ( 15 ) 71,750 D ( 14 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GOFF JOHN C
500 COMMERCE STREET
SUITE 700
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
Goff Family Investments, LP
500 COMMERCE STREET
SUITE 700
FORT WORTH, TX76102
X
JCG 2016 Holdings, LP
500 COMMERCE STREET
SUITE 700
FORT WORTH, TX76102
X
Kulik Partners, LP
500 COMMERCE STREET
SUITE 700
FORT WORTH, TX76102
X
Goff MCEP Holdings, LLC
500 COMMERCE STREET
SUITE 700
FORT WORTH, TX76102
X
Goff MCEP II LP
500 COMMERCE STREET
SUITE 700
FORT WORTH, TXFORT WORTH
X
Goff Focused Energy Strategies LP
500 COMMERCE STREET
SUITE 700
FORT WORTH, TXFORT WORTH
X
Goff Family Foundation
500 COMMERCE STREET
SUITE 700
FORT WORTH, TX76102
X
Signatures
John C. Goff 01/22/2021
** Signature of Reporting Person Date
Goff MCF Partners, LP, By: GFS Contango GP, LLC, its General Partner, By: John C. Goff, Chief Executive Officer 01/22/2021
** Signature of Reporting Person Date
Goff Capital, Inc., By: John C. Goff, Chief Executive Officer 01/22/2021
** Signature of Reporting Person Date
Goff Family Investments, LP, By: Goff Capital, Inc., its General Partner, By: John C. Goff, Chief Executive Officer 01/22/2021
** Signature of Reporting Person Date
JCG 2016 Holdings, LP, By: JCG 2016 Management, LLC, its General Partner, By: John C. Goff, Manager 01/22/2021
** Signature of Reporting Person Date
Kulik Partners, LP, By: Kulik GP, LLC, its General Partner, By: John C. Goff, Manager 01/22/2021
** Signature of Reporting Person Date
Goff MCEP Holdings, LLC, By: Goff Capital, Inc., the manager, By John C. Goff, Chief Executive Officer 01/22/2021
** Signature of Reporting Person Date
Goff MCEP II, LP, By: GFS MCEP GP, LLC, the general partner, By John C. Goff, Chief Executive Officer 01/22/2021
** Signature of Reporting Person Date
Goff Focused Energy Strategies, LP, By: GFS Energy GP, LLC, the general partner, By John C. Goff, Chief Executive Officer 01/22/2021
** Signature of Reporting Person Date
Goff Family Foundation, By: John C. Goff, Sole board member 01/22/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares of Contango Oil & Gas Co. (the "Issuer") common stock ("Common Stock") is 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 to beneficially own the securities held by GFT.
( 2 )(Continued from footnote 1) 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. Mr. Goff disclaims beneficial ownership of the Common Stock held by Goff MCF, except to the extent of his pecuniary interest therein.
( 3 )The Common Stock is held directly by JCG 2016 Holdings, LP ("JCG Holdings"). JCG 2016 Management, LLC ("JCG Management") is the general partner of JCG Holdings and, as such, it may be deemed to beneficially own the securities held by JCG Holdings. The Trust is the controlling equity holder of JCG Management and, as such, it may be deemed to beneficially own the securities held by JCG Management. 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. Mr. Goff disclaims beneficial ownership of the Common Stock held by the JCG Holdings, except to the extent of his pecuniary interest therein.
( 4 )The Common Stock is 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. Mr. Goff disclaims beneficial ownership of the Common Stock held by the Trust, except to the extent of his pecuniary interest therein.
( 5 )The Common Stock is held in an IRA account for the benefit of John C. Goff.
( 6 )The Common Stock is 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. Mr. Goff disclaims beneficial ownership of the Common Stock held by Goff Investments, except to the extent of his pecuniary interest therein.
( 7 )The Common Stock is 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. Mr. Goff disclaims beneficial ownership of the Common Stock held by Kulik Partners, except to the extent of his pecuniary interest therein.
( 8 )The Common Stock is 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.
( 9 )The Common Stock is held directly by Goff MCEP Holdings, LLC ("Goff MCEP"). Goff Capital is the manager of Goff MCEP and, as such, may be deemed to beneficially own the securities held by Goff MCEP. 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. Mr. Goff disclaims beneficial ownership of the Common Stock held by Goff MCEP, except to the extent of his pecuniary interest therein.
( 10 )The Common Stock is held directly by Goff MCEP II, LP ("MCEP II"). GFS MCEP GP, LLC ("GFS MCEP") is the general partner of MCEP II and, as such, it may be deemed to beneficially own the Common Stock held by MCEP II. GFS Management is the managing member of GFS MCEP and, as such, it may be deemed to beneficially own the Common Stock held by GFS MCEP. GFS is the managing member of GFS Management and, as such, it may be deemed to beneficially own the Common Stock held by GFS Management. GFT is the controlling equity holder of GFS and, as such, it may be deemed to beneficially own the Common Stock held by GFS. The Trust is the managing member of GFT and, as such, it may be deemed to beneficially own the Common Stock held by GFT. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the Common Stock held by the Trust. Mr. Goff disclaims beneficial ownership of the Common Stock held by MCEP II, except to the extent of his pecuniary interest therein.
( 11 )The Common Stock is held directly by Goff Focused Energy Strategies, LP ("Goff Energy"). GFS Energy GP, LLC ("GFS Energy") is the general partner of Goff Energy and, as such, it may be deemed to beneficially own the Common Stock held by Goff Energy. GFS Management is the managing member of GFS Energy and, as such, it may be deemed to beneficially own the Common Stock held by GFS Energy. GFS is the managing member of GFS Management and, as such, it may be deemed to beneficially own the Common Stock held by GFS Management. GFT is the controlling equity holder of GFS and, as such, it may be deemed to beneficially own the Common Stock held by GFS. The Trust is the managing member of GFT and, as such, it may be deemed to beneficially own the Common Stock held by GFT.
( 12 )(Continued from footnote 11) John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the Common Stock held by the Trust. Mr. Goff disclaims beneficial ownership of the Common Stock held by Goff Energy, except to the extent of his pecuniary interest therein.
( 13 )The Common Stock is held directly by the Goff Family Foundation ("Family Foundation"). John C. Goff is the sole board member of the Family Foundation and, as such, he may be deemed to beneficially own the Common Stock held by the Family Foundation.
( 14 )The Common Stock is held directly by Travis Goff.
( 15 )On October 25, 2020, the Issuer, Michael Merger Sub LLC, a Delaware limited liability company and a wholly-owned, direct subsidiary of the Issuer ("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 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 Energy Partners LP ("Mid-Con Common Unit") was converted into the right to receive 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.

Remarks:
Form 1 of 2.

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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