Sec Form 4 Filing - Colyer Wilkie Schell Jr @ CONTANGO OIL & GAS CO - 2021-12-07

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 Colyer Wilkie Schell Jr 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 717 TEXAS STREET, SUITE 2900 3. Date of Earliest Transaction (MM/DD/YY) 12/07/2021 (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 12/07/2021 A 4,716,315( 1 ) A $ 0( 1 ) 4,887,948 D Common Stock 12/07/2021 D 4,887,948( 2 ) D 0( 2 ) D( 3 ) Common Stock 12/07/2021 D 693,556( 2 ) D 0( 2 ) I By Colyer Holdings, LP( 4 ) Common Stock 12/07/2021 D 207,467( 2 ) D 0( 2 ) I By CCC Resources Ltd.( 5 ) Common Stock 12/07/2021 D 600( 2 ) D 0( 2 ) I By Peyton E Colyer UTMA

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 Colyer Wilkie Schell Jr 717 TEXAS STREET SUITE 2900 HOUSTON, TX77002 X Chief Executive Officer Signatures /s/ E. Joseph Grady 12/09/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In accordance with the Transaction Agreement (as defined below), immediately prior to the effective time of the Merger (as defined below), each outstanding performance stock unit award granted under Contango's Amended and Restated 2009 Incentive Compensation Plan held by the Reporting Person became fully vested based on the maximum performance level. ( 2 )Contango, Independence Energy, LLC, IE Pubco Inc. ("New Pubco"), IE OpCo LLC, IE C Merger Sub Inc. ("C Merger Sub") and IE L Merger Sub LLC ("L Merger Sub"), are parties to the Transaction Agreement, dated as of June 7, 2021 (the "Transaction Agreement"), pursuant to which, among other things, C Merger Sub merged with and into Contango with Contango as the surviving entity (the "Merger"), immediately following the Merger, Contango merged with and into L Merger Sub, with L Merger Sub, a direct wholly owned subsidiary of New PubCo, as the surviving entity. At the effective time of the Merger, each share of Contango common stock, par value $0.04 per share, outstanding immediately prior to the Merger was converted automatically into the right to receive 0.2000 shares of New PubCo Class A Common Stock. ( 3 )In addition to the shares beneficially owned by Mr. Colyer, as reported herein, Mr. Colyer has an economic interest in an additional 38,730 shares of Common Stock, through his ownership interest in Goff MCF. The reporting person disclaims beneficial ownership of the 38,730 shares of Common Stock. ( 4 )The reporting person has a 50% ownership interest in Colyer Holdings, LP ("Colyer Holdings"). The general partner of Colyer Holdings is Colyer Interests, LLC, of which the reporting person is the managing member and has a 50% ownership interest. The reporting person shares voting and dispositive power over the 691,556 shares of Common Stock. In addition to the 691,556 shares of Common Stock beneficially owned by Colyer Holdings, as reported herein, Colyer Holdings has an economic interest in an additional 258,220 shares of Common Stock, through its ownership interest in Goff MCF. The reporting person disclaims beneficial ownership of the 258,220 shares of Common Stock. ( 5 )The reporting person disclaims beneficial ownership of the 207,467 shares of Common Stock. In addition to the 207,467 shares of Common Stock beneficially owned by CCC Resources Ltd. ("CCC Resources"), as reported herein, CCC Resources has an economic interest in an additional 77,460 shares of Common Stock, through its ownership interest in Goff MCF. The reporting person disclaims beneficial ownership of the 77,460 shares of Common Stock.

Remarks: This Form 4 has been signed by E. Joseph Grady, Assistant Secretary of Contango Oil & Gas Company, on behalf of Mr. Colyer.

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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