Filing Details
- Accession Number:
- 0000899140-19-000425
- Form Type:
- 13D Filing
- Publication Date:
- 2019-06-14 16:51:33
- Filed By:
- Gen Iv Investment Opportunities, Llc
- Company:
- Goodrich Petroleum Corp (NYSE:GDP)
- Filing Date:
- 2019-06-14
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| GEN IV INVESTMENT OPPORTUNITIES | 0 | 1,838,510 | 0 | 1,838,510 | 1,838,510 | 15.13% |
| LSP GENERATION IV | 0 | 1,838,510 | 0 | 1,838,510 | 1,838,510 | 15.13% |
| LSP INVESTMENT ADVISORS | 0 | 1,838,510 | 0 | 1,838,510 | 1,838,510 | 15.13% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
GOODRICH PETROLEUM CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
382410843
(CUSIP Number)
Adam Turteltaub
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
(212) 728-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 13, 2019
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. □
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all
exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 382410843 | SCHEDULE 13D | Page 2 of 6 Pages |
| 1 | | NAME OF REPORTING PERSONS GEN IV INVESTMENT OPPORTUNITIES, LLC | |||
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ | |||
| 3 | | SEC USE ONLY | |||
| 4 | | SOURCE OF FUNDS (see instructions) WC | |||
| 5 | | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ | |||
| 6 | | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | | 7 | | SOLE VOTING POWER 0 | |
| | 8 | | SHARED VOTING POWER 1,838,510 | ||
| | 9 | | SOLE DISPOSITIVE POWER 0 | ||
| | 10 | | SHARED DISPOSITIVE POWER 1,838,510 | ||
| 11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,838,510 | |||
| 12 | | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐ | |||
| 13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.13% (1) | |||
| 14 | | TYPE OF REPORTING PERSON (see instructions) OO | |||
| (1) | Based on 12,152,318 shares of common stock of the Issuer outstanding as of May 13, 2019, based on
information contained in the Issuer’s Form 10-Q for the quarter ended March 31, 2019, filed on May 14, 2019. |
| CUSIP No. 382410843 | SCHEDULE 13D | Page 3 of 6 Pages |
| 1 | | NAME OF REPORTING PERSONS LSP GENERATION IV, LLC | ||||
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ | ||||
| 3 | | SEC USE ONLY | ||||
| 4 | | SOURCE OF FUNDS (see instructions) WC | ||||
| 5 | | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ | ||||
| 6 | | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | | 7 | | SOLE VOTING POWER 0 | ||
| | 8 | | SHARED VOTING POWER 1,838,510 | |||
| | 9 | | SOLE DISPOSITIVE POWER 0 | |||
| | 10 | | SHARED DISPOSITIVE POWER 1,838,510 | |||
| 11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,838,510 | ||||
| 12 | | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐ | ||||
| 13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.13% (1) | ||||
| 14 | | TYPE OF REPORTING PERSON (see instructions) OO | ||||
| (1) | Based on 12,152,318 shares of common stock of the Issuer outstanding as of May 13, 2019, based on
information contained in the Issuer’s Form 10-Q for the quarter ended March 31, 2019, filed on May 14, 2019. |
| CUSIP No. 382410843 | SCHEDULE 13D | Page 4 of 6 Pages |
| 1 | | NAME OF REPORTING PERSONS LSP INVESTMENT ADVISORS, LLC | ||||
| 2 | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ | ||||
| 3 | | SEC USE ONLY | ||||
| 4 | | SOURCE OF FUNDS (see instructions) WC | ||||
| 5 | | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ | ||||
| 6 | | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | | 7 | | SOLE VOTING POWER 0 | ||
| | 8 | | SHARED VOTING POWER 1,838,510 | |||
| | 9 | | SOLE DISPOSITIVE POWER 0 | |||
| | 10 | | SHARED DISPOSITIVE POWER 1,838,510 | |||
| 11 | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,838,510 | ||||
| 12 | | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐ | ||||
| 13 | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.13% (1) | ||||
| 14 | | TYPE OF REPORTING PERSON (see instructions) IA | ||||
| (1) | Based on 12,152,318 shares of common stock of the Issuer outstanding as of May 13, 2019, based on
information contained in the Issuer’s Form 10-Q for the quarter ended March 31, 2019, filed on May 14, 2019. |
Explanatory Note
This Amendment No.1 to Schedule 13D is being filed with respect to the common stock, par value $0.01 per share (“Common
Stock”), of Goodrich Petroleum Corporation, a Delaware corporation (the “Issuer”), to amend the Schedule 13D filed on May 22, 2018 (the “Original Schedule 13D”). Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to them in the Original Schedule 13D.
| Item 4. | Purpose of Transaction |
Item 4 of the Original Schedule 13D is hereby amended and supplemented to include the following:
On June 13, 2019, the Reporting Persons and certain other shareholders of the Issuer executed a written consent in lieu of a
special meeting pursuant to which, among other things, the Reporting Persons (i) approved, authorized, adopted, ratified and confirmed an amendment to the Issuer’s Second Amended and Restated Certificate of Incorporation (the “Amendment”) and (ii)
agreed not to initiate, propose or otherwise solicit the shareholders of the Issuer for the approval of any shareholder proposal or otherwise initiate or make a shareholder proposal prior to the close of the Issuer’s 2019 annual meeting of
shareholders. The Amendment, among other things, (a) de-staggers the Issuer’s board of directors and (b) provides that directors may be removed with or without cause by a majority of the shares entitled to vote at an election of directors.
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies
that the information set forth in this statement is true, complete and correct.
Dated: June 14, 2019
| Gen IV Investment Opportunities, LLC | |||
| By: | | LSP Generation IV, LLC | |
| Its: | | Managing Member | |
| By: | | /s/ Darpan Kapadia | |
| Name: | | Darpan Kapadia | |
| Title: | | Managing Director | |
| By: | | LSP Investment Advisors, LLC | |
| Its: | | Investment Manager | |
| By: | | /s/ Paul Segal | |
| Name: | | Paul Segal | |
| Title: | | President | |
| LSP Generation IV, LLC | |||
| By: | | /s/ Darpan Kapadia | |
| Name: | | Darpan Kapadia | |
| Title: | | Managing Director | |
| LSP Investment Advisors, LLC | |||
| By: | | /s/ Paul Segal | |
| Name: | | Paul Segal | |
| Title: | | President | |