Jeffrey Serota - 23 Dec 2021 Form 4 Insider Report for GOODRICH PETROLEUM CORP (GDP)

Role
Director
Signature
/s/ Michael J. Killelea, attorney-in-fact
Issuer symbol
GDP
Transactions as of
23 Dec 2021
Transactions value $
-$856,451
Form type
4
Filing time
23 Dec 2021, 15:15:53 UTC
Previous filing
14 Dec 2021
Next filing
05 Jan 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GDP Common Stock Options Exercise +10.8K +40.87% 37.2K 23 Dec 2021 Direct F2
transaction GDP Common Stock Disposition pursuant to a tender of shares in a change of control transaction -$856K -37.2K -100% $23.00 0 23 Dec 2021 Direct F3
holding GDP Common Stock 26.4K 23 Dec 2021 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction GDP Phantom Stock Options Exercise -10.8K -100% 0 23 Dec 2021 Common Stock 10.8K Direct F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Jeffrey Serota is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On December 14, 2021, the reporting person filed a Form 4 which inadvertently reported that, following the vesting and settlement of phantom stock, the reporting person directly owned 142,160 shares of the Issuer's common stock. In fact, as reported above, the reporting person directly owned 26,433 shares of the Issuer's common stock.
F2 Each share of phantom stock is the economic equivalent of one share of the Issuer's common stock. Pursuant to the Merger Agreement, immediately prior to the Acceptance Time, each award of phantom stock subject to time-based vesting that was outstanding immediately prior to the Acceptance Time vested in full and was canceled and converted into the right to receive, at the Effective Time, an amount in cash equal to (a) the number of shares of the Issuer's common stock subject to such phantom stock multiplied by (b) $23.00 (the "Merger Consideration").
F3 Pursuant to the terms of the Merger Agreement, all of the reporting person's shares of the Issuer's common stock were tendered and disposed of at the Acceptance Time in exchange for the right to receive the Merger Consideration.

Remarks:

Capitalized terms used herein without definition have the meanings ascribed to them in the Agreement and Plan of Merger, dated as of November 21, 2021, among the Issuer, Paloma Partners VI Holdings, LLC and Paloma VI Merger Sub, Inc. (the "Merger Agreement").