Sec Form 4 Filing - GOODRICH WALTER G @ GOODRICH PETROLEUM CORP - 2020-12-14

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
GOODRICH WALTER G
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 _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last) (First) (Middle)
C/O GOODRICH PETROLEUM CO, 801 LOUISIANA, SUITE 700
3. Date of Earliest Transaction (MM/DD/YY)
12/14/2020
(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 12/14/2020 M 34,121 A 552,647 D
Common Stock 12/14/2020 F 13,426 D $ 10.62 539,221 D
Common Stock 12/14/2020 M 255,910 A 795,131 D
Common Stock 12/14/2020 F 100,700 D $ 10.62 694,431 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 ) 12/14/2020 M 34,121 12/14/2020 12/14/2020 Common Stock 34,121 $ 0 0 D
Phantom Stock (Performance Units) ( 2 ) 12/14/2020 M 102,364 12/14/2020 12/14/2020 Common Stock 102,364 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GOODRICH WALTER G
C/O GOODRICH PETROLEUM CO
801 LOUISIANA, SUITE 700
HOUSTON, TX77002
X Chairman and CEO
Signatures
Walter G. Goodrich 12/16/2020
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 14, 2020 the reporting person settled one-third of the shares of phantom stock that were granted to him on December 14, 2017.
( 2 )Each share of phantom stock is the economic equivalent of one share of GDP common stock. On December 14, 2020 the reporting person settled 100% of the performance shares that were granted to him on December 14, 2017. Based upon the Company's total stockholder return (TSR) relative to the Russell 2000 Energy Index at the end of the three-year performance period (December 14, 2017 through December 14, 2020), the reporting person earned 250% of the target payment, or 255,910 shares of the Company's 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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