Sec Form 4 Filing - BARKER ROBERT T @ GOODRICH PETROLEUM CORP - 2019-12-09

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 BARKER ROBERT T 2. Issuer Name and Ticker or Trading Symbol GOODRICH PETROLEUM CORP [ GDP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP Controller & CFO (Last) (First) (Middle) 801 LOUISIANA, SUITE 700 3. Date of Earliest Transaction (MM/DD/YY) 12/09/2019 (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 12/09/2019 M 7,542 A 31,071 D Common Stock 12/09/2019 F 1,836 D $ 9.73 29,235 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 ) 12/09/2019 M 7,542 12/09/2019 12/09/2019 Common Stock 7,542 $ 0 0 D Phantom Stock ( 4 ) 12/10/2019 A 10,564 ( 2 ) ( 2 ) Common Stock 10,564 $ 0 10,564 D Performance Share Unit ( 3 ) ( 4 ) 12/10/2019 A 10,563 ( 3 ) ( 3 ) Common Stock 10,563 $ 0 10,563 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BARKER ROBERT T 801 LOUISIANA SUITE 700 HOUSTON, TX77002 SVP Controller & CFO Signatures Robert Barker 12/11/2019 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. On December 9, 2019 the reporting person settled one-third of the shares of phantom stock that were granted to him on December 8, 2016. ( 2 )The phantom stock vests in increments of one-third beginning December 10, 2020 for each of the next three years. Thus the reporting person will receive 3,521 shares of common stock of the issuer (or cash equal to the value of the common stock on the settlement dates, in the sole discretion of the issuer) on each of December 10, 2020, and 2021 and 3,522 shares of common stock of the issuer (or cash equal to the value of the common stock on the settlement dates, in the sole discretion of the issuer) on December 10, 2022, as long as the reporting person remains affiliated with the company. ( 3 )Each performance share unit represents a contingent right to receive one share of common stock. The number of performance share units that will vest on December 10, 2022 can range from 0% to 250% of the units granted based upon the issuer's absolute total shareholder return over a three year period. ( 4 )Each share is the economic equivalent of one share of GDP common stock.

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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