Sec Form 4 Filing - MALLOY PATRICK E @ GOODRICH PETROLEUM CORP - 2014-12-01

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 MALLOY PATRICK E 2. Issuer Name and Ticker or Trading Symbol GOODRICH PETROLEUM CORP [ GDP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman of the Board (Last) (First) (Middle) BAY STREET AT THE WATERFRONT 3. Date of Earliest Transaction (MM/DD/YY) 12/01/2014 (Street) SAG HARBOR, NJ11963 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 12/01/2014 M 11,502 ( 3 ) A 5,173,428 D Common Stock 12/01/2014 M 18,498 ( 4 ) A 5,191,926 D Common Stock 12/01/2014 M 8,918 ( 5 ) A 5,200,844 D Common Stock 12/02/2014 S 17,513 ( 8 ) D $ 4.4962 5,183,331 D Depositary Shares ( 7 ) 40,000 D Depositary Shares ( 6 ) 40,000 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 Phantom Stock ( 1 ) 12/01/2014 A 105,708 ( 2 ) ( 2 ) Common Stock 105,708 $ 0 105,708 D Phantom Stock ( 1 ) 12/01/2014 M 11,502 ( 3 ) 12/01/2014 12/01/2014 Common Stock 11,502 $ 0 0 D Phantom Stock ( 1 ) 12/01/2014 M 18,498 ( 4 ) 12/01/2014 12/01/2014 Common Stock 18,498 $ 0 18,498 D Phantom Stock ( 1 ) 12/01/2014 M 8,918 ( 5 ) 12/01/2014 12/01/2014 Common Stock 8,918 $ 0 17,834 D 5.375% Series B Convertible Preferred Stock ( 9 ) ( 9 ) ( 9 ) Common Stock 111,781 70,100 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MALLOY PATRICK E BAY STREET AT THE WATERFRONT SAG HARBOR, NJ11963 X X Chairman of the Board Signatures Michael J. Killelea 12/03/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of phantom stock is the economic equivalent of one share of GDP common stock. ( 2 )The phantom stock vests in increments of one-third on the anniversary date of the grant for each of the next three years. Thus the reporting person will receive 35,236 shares of common stock of the issuer (or cash equal to the value of the common stock on the settlement date, in the sole discretion of the issuer) on each of December 1, 2015, 2016 and 2017, as long as the reporting person remains affiliated with the company. ( 3 )On December 1, 2014, the reporting person settled one-third of the shares of phantom stock that were granted to him on December 1, 2011. ( 4 )On December 1, 2014, the reporting person settled one-third of the shares of phantom stock that were granted to him on December 1, 2012. ( 5 )On December 1, 2014, the reporting person settled one-third of the shares of phantom stock that were granted to him on December 1, 2013. ( 6 )Depositary shares each representing a 1/1000th interest in a share of 10.00% Series C Cumulative Preferred Stock. ( 7 )Depositary shares each representing a 1/1000th interest in a share of 9.75% Series D Cumulative Preferred Stock. ( 8 )Shares sold to cover federal tax obligations associated with the phantom stock vestings detailed in Table II. ( 9 )The Series B Convertible Preferred Stock has no expiration date and is convertible at any time into common stock at a rate of 1.5946 per share.

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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