Sec Form 4 Filing - Grady E Joseph @ CONTANGO OIL & GAS CO - 2021-12-07

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
Grady E Joseph
2. Issuer Name and Ticker or Trading Symbol
CONTANGO OIL & GAS CO [ MCF]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP and CFO
(Last) (First) (Middle)
717 TEXAS AVENUE, 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 1,410,000( 1 ) A $ 0( 1 ) 1,661,044 D
Common Stock 12/07/2021 D 1,661,044( 2 ) D 0( 2 ) D
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
Grady E Joseph
717 TEXAS AVENUE
SUITE 2900
HOUSTON, TX77002
SVP and CFO
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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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