Filing Details

The remainder of this cover page shall be filled out for a reporting persons 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.

NAME OF REPORTING PERSONS

John C. Goff

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☒

SEC USE ONLY

SOURCE OF FUNDS

AF

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

32,180,644 (1)

SHARED VOTING POWER

-0-

SOLE DISPOSITIVE POWER

32,180,644 (1)

SHARED DISPOSITIVE POWER

-0-

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

32,180,644 (1)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

37.4% (2)

TYPE OF REPORTING PERSON

IN

Includes 789,474 shares of Series A Contingent Convertible Preferred Stock (the Series A Preferred Stock) of Contango Oil & Gas Company, a Texas corporation (the Issuer), which were acquired on September 17, 2019, through a private transaction among the Issuer, Goff MCF Partners, LP (Goff MCF) and John C. Goff, through John C. Goff SEP IRA (the Series A Preferred Purchase Agreement). Each share of Series A Preferred Stock is entitled to voting power equal to 8.71 shares of common stock, par value $0.04 per share (the Common Stock) of the Issuer on all matters submitted to a vote of the shareholders.

Based on 86,030,256 outstanding voting shares of the Issuer as reported in the Issuers prospectus supplement dated September 12, 2019 filed with the Securities & Exchange Commission. Voting shares represents the sum of the Issuers outstanding Common Stock and the voting power of the Issuers outstanding Series A Preferred Stock.

NAME OF REPORTING PERSONS

Goff MCF Partners, LP 82-1636851

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☒

SEC USE ONLY

SOURCE OF FUNDS

WC

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

Texas

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

26,673,516 (1)

SHARED VOTING POWER

-0-

SOLE DISPOSITIVE POWER

26,673,516 (1)

SHARED DISPOSITIVE POWER

-0-

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

26,673,516 (1)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

31.3% (2)

TYPE OF REPORTING PERSON

PN

Includes 694,737 shares of Series A Preferred Stock of the Issuer, which were acquired on September 17, 2019, pursuant to the Series A Preferred Purchase Agreement. Each share of Series A Preferred Stock is entitled to voting power equal to 8.71 shares of Common Stock of the Issuer on all matters submitted to a vote of the shareholders.

Based on 86,030,256 outstanding voting shares of the Issuer as reported in the Issuers prospectus supplement dated September 12, 2019 filed with the Securities & Exchange Commission. Voting shares represents the sum of the Issuers outstanding Common Stock and the voting power of the Issuers outstanding Series A Preferred Stock.

NAME OF REPORTING PERSONS

GFS Contango GP, LLC 83-4348877

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☒

SEC USE ONLY

SOURCE OF FUNDS

WC

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

Texas

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

26,673,516 (1)

SHARED VOTING POWER

-0-

SOLE DISPOSITIVE POWER

26,673,516 (1)

SHARED DISPOSITIVE POWER

-0-

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

26,673,516 (1)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

31.3% (2)

TYPE OF REPORTING PERSON

OO

Includes 694,737 shares of Series A Preferred Stock of the Issuer, which were acquired on September 17, 2019, pursuant to the Series A Preferred Purchase Agreement. Each share of Series A Preferred Stock is entitled to voting power equal to 8.71 shares of Common Stock of the Issuer on all matters submitted to a vote of the shareholders. GFS Contango is the general partner of Goff MCF.

Based on 86,030,256 outstanding voting shares of the Issuer as reported in the Issuers prospectus supplement dated September 12, 2019 filed with the Securities & Exchange Commission. Voting shares represents the sum of the Issuers outstanding Common Stock and the voting power of the Issuers outstanding Series A Preferred Stock.

NAME OF REPORTING PERSONS

GFS Management, LLC 38-4038336

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☒

SEC USE ONLY

SOURCE OF FUNDS

WC

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

Texas

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

26,673,516 (1)

SHARED VOTING POWER

-0-

SOLE DISPOSITIVE POWER

26,673,516 (1)

SHARED DISPOSITIVE POWER

-0-

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

26,673,516 (1)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

31.3% (2)

TYPE OF REPORTING PERSON

OO

Includes 694,737 shares of Series A Preferred Stock of the Issuer, which were acquired on September 17, 2019, pursuant to the Series A Preferred Purchase Agreement. Each share of Series A Preferred Stock is entitled to voting power equal to 8.71 shares of Common Stock of the Issuer on all matters submitted to a vote of the shareholders. GFS Management is the managing member of GFS Contango.

Based on 86,030,256 outstanding voting shares of the Issuer as reported in the Issuers prospectus supplement dated September 12, 2019 filed with the Securities & Exchange Commission. Voting shares represents the sum of the Issuers outstanding Common Stock and the voting power of the Issuers outstanding Series A Preferred Stock.

NAME OF REPORTING PERSONS

Goff Focused Strategies LLC 81-3363076

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☒

SEC USE ONLY

SOURCE OF FUNDS

WC

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

Texas

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

26,673,516 (1)

SHARED VOTING POWER

-0-

SOLE DISPOSITIVE POWER

26,673,516 (1)

SHARED DISPOSITIVE POWER

-0-

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

26,673,516 (1)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

31.3% (2)

TYPE OF REPORTING PERSON

IA

Includes 694,737 shares of Series A Preferred Stock of the Issuer, which were acquired on September 17, 2019, pursuant to the Series A Preferred Purchase Agreement. Each share of Series A Preferred Stock is entitled to voting power equal to 8.71 shares of Common Stock of the Issuer on all matters submitted to a vote of the shareholders. GFS is the investment advisor of Goff MCF.

Based on 86,030,256 outstanding voting shares of the Issuer as reported in the Issuers prospectus supplement dated September 12, 2019 filed with the Securities & Exchange Commission. Voting shares represents the sum of the Issuers outstanding Common Stock and the voting power of the Issuers outstanding Series A Preferred Stock.

NAME OF REPORTING PERSONS

GFT Strategies, LLC 82-1794092

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☒

SEC USE ONLY

SOURCE OF FUNDS

WC

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

Texas

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

26,673,516 (1)

SHARED VOTING POWER

-0-

SOLE DISPOSITIVE POWER

26,673,516 (1)

SHARED DISPOSITIVE POWER

-0-

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

26,673,516 (1)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

31.3% (2)

TYPE OF REPORTING PERSON

OO

Includes 694,737 shares of Series A Preferred Stock of the Issuer, which were acquired on September 17, 2019, pursuant to the Series A Preferred Purchase Agreement. Each share of Series A Preferred Stock is entitled to voting power equal to 8.71 shares of Common Stock of the Issuer on all matters submitted to a vote of the shareholders. GFT is the majority equity holder of GFS, the investment advisor.

Based on 86,030,256 outstanding voting shares of the Issuer as reported in the Issuers prospectus supplement dated September 12, 2019 filed with the Securities & Exchange Commission. Voting shares represents the sum of the Issuers outstanding Common Stock and the voting power of the Issuers outstanding Series A Preferred Stock.

NAME OF REPORTING PERSONS

John C. Goff 2010 Family Trust 27-6940537

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☒

SEC USE ONLY

SOURCE OF FUNDS

WC

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

TEXAS

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

29,059,216 (1)

SHARED VOTING POWER

-0-

SOLE DISPOSITIVE POWER

29,059,216 (1)

SHARED DISPOSITIVE POWER

-0-

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

29,059,216 (1)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

34.1% (2)

TYPE OF REPORTING PERSON

OO

Includes 694,737 shares of Series A Preferred Stock of the Issuer, which were acquired on September 17, 2019, pursuant to the Series A Preferred Purchase Agreement. Each share of Series A Preferred Stock is entitled to voting power equal to 8.71 shares of Common Stock of the Issuer on all matters submitted to a vote of the shareholders. Goff Family Trust is the controlling shareholder of Goff Capital and the controlling equity holder of GFT.

Based on 86,030,256 outstanding voting shares of the Issuer as reported in the Issuers prospectus supplement dated September 12, 2019 filed with the Securities & Exchange Commission. Voting shares represents the sum of the Issuers outstanding Common Stock and the voting power of the Issuers outstanding Series A Preferred Stock.

Identity and Background.

Goff MCF Partners, LP (Goff MCF), a Texas limited partnership, with respect to the Common Stock and Series A Preferred Stock directly and beneficially owned by it;

GFS Contango GP, LLC, (GFS Contango), a Texas limited liability company, as general partner to Goff MCF, with respect to the Common Stock and Series A Preferred Stock indirectly and beneficially owned by it;

Goff Family Investments, LP (Family Investments), a Delaware limited partnership, with respect to the Common Stock directly and beneficially owned by it;

Goff Capital, Inc. (Goff Capital), a Texas corporation, as general partner to Family Investments, with respect to the Common Stock indirectly and beneficially owned by it;

GFS Management, LLC (GFS Management), a Texas limited liability company, as managing member of GFS Contango, with respect to the Common Stock and Series A Preferred Stock indirectly and beneficially owned by it;

Goff Focused Strategies LLC (GFS), a Texas limited liability company, as managing member of GFS Management, with respect to the Common Stock and Series A Preferred Stock indirectly and beneficially owned by it;

GFT Strategies, LLC (GFT), a Texas limited liability company, as controlling equity holder of GFS, with respect to the Common Stock and Series A Preferred Stock indirectly and beneficially owned by it;

The John C. Goff 2010 Family Trust (Goff Family Trust), a Texas trust, as managing member of GFT and controlling shareholder of Goff Capital, and with respect to the Common Stock and Series A Preferred Stock directly and indirectly beneficially owned by it;

John C. Goff, a United States Citizen, as the Chief Executive Officer of Goff Capital and as the sole trustee of Goff Family Trust, with respect to the Common Stock and Series A Preferred Stock directly and indirectly beneficially owned by him.

The address of the principal office of Goff MCF, GFS Contango, Goff Family Trust, Family Investments, Goff Capital, GFS Management, GFT and GFS is 500 Commerce St., Suite 700, Fort Worth, Texas 76102.

The principal business of Goff MCF is investing in securities of the Issuer.

The principal business of GFS Contango is serving as general partner to Goff MCF.

The principal business of Goff Family Trust and Family Investments is to manage investments for a single family.

The principal business of Goff Capital is serving as general partner to Family Investments.

The principal business of GFS Management is to serve as a Manager of investment funds.

The principal business of GFS is investment advisor.

The principal business of GFT is to serve as a Manager of investment funds.

The principal occupation of John C. Goff is serving as Chief Executive Officer of Goff Capital, as trustee of Goff Family Trust, and as an asset manager in real estate and private equity.

During the past five years, none of the Reporting Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.

John C. Goff is a citizen of the United States of America.

Source and Amount of Funds or Other Consideration

Purpose of the Transaction.

Goff MCF acquired 694,737 shares of Series A Preferred Stock and John C. Goff, through John C. Goff SEP IRA, acquired 94,737 shares of Series A Preferred Stock;

John C. Goff entered into a Voting and Support Agreement (the Voting Agreement) with the Issuer, pursuant to which the Reporting Persons agreed, until the earlier of the date on which the Proposals are approved or six months from the Closing, to vote all of the shares beneficially owned by the Reporting Persons at every meeting of the shareholders of the Issuer in favor of any proposal to (i) effect of an amendment to the Certificate of Formation of the Issuer to increase the number of authorized shares of Common Stock by at least 50,000,000 shares (the Certificate Proposal) and (ii) if necessary, approve, in accordance with applicable law and stock exchange rules and regulations, the issuance of the shares of Common Stock upon conversion of the Series A Preferred Stock (the Conversion Proposal and together with the Certificate Proposal, the Proposals); and

The Series A Preferred Stock Purchasers entered into a registration rights agreement with the Issuer whereby the Issuer has provided the Series A Preferred Stock Purchasers with certain registration rights with respect to the Common Stock into which the Series A Preferred Stock will be convertible.

Interest in Securities of the Issuer.

Goff MCF

As of close of business on September 17, 2019 Goff MCF beneficially owned (1) 20,622,357 shares of Common Stock, and (2) 694,737 shares of Series A Preferred Stock.

Powers

The transactions in the Common Stock and Series A Preferred Stock by Goff MCF during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

GFS Contango

As of close of business on September 17, 2019, GFS Contango, as the general partner of Goff MCF, may be deemed to beneficially own (1) 20,622,357 shares of Common Stock, and (2) 694,737 shares of Series A Preferred Stock.

Powers

GFS Contango GP has not entered into any transactions in the Common Stock or Series A Preferred Stock during the past sixty days. The transactions in the Common Stock and Series A Preferred Stock by Goff MCF during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

Goff Family Trust

As of close of business on September 17, 2019, Goff Family Trust, as managing member of GFT and controlling shareholder of Goff Capital, and with respect to Shares directly beneficially owned by Goff Family Trust, may be deemed to beneficially own: (1) 20,622,357 shares of Common Stock and 694,737 shares of Series A Preferred Stock owned by Goff MCF, (2) 72,764 shares of Common Stock owned by Goff Investments, and (3) 2,312,936 shares of Common Stock owned by Goff Family Trust directly.

Powers

Goff Family Trust has not entered into any transactions in the Common Stock or Series A Preferred Stock during the past sixty days. Goff Capital has not entered into any transactions in the Common Stock or Series A Preferred Stock during the past sixty days. GFT has not entered into any transactions in the Common Stock or Series A Preferred Stock during the past sixty days. GFS has not entered into any transactions in the Common Stock or Series A Preferred Stock during the past sixty days. GFS Management has not entered into any transactions in the Common Stock or Series A Preferred Stock during the past sixty days. The transactions in the Common Stock or Series A Preferred Stock by Goff MCF during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

Family Investments

As of close of business on September 17, 2019, Family Investments beneficially owned 72,764 shares of Common Stock.

Powers

Family Investments has not entered into any transactions in the Common Stock or Series A Preferred Stock during the past sixty days.

Goff Capital

As of close of business on September 17, 2019, Goff Capital, as the General Partner of Family Investments, may be deemed to beneficially own 72,764 shares of Common Stock.

Powers

Goff Capital has not entered into any transactions in the Common Stock or Series A Preferred Stock during the past sixty days. Family Investments has not entered into any transactions in the Common Stock or Series A Preferred Stock during the past sixty days.

GFS Management

As of close of business on September 17, 2019, GFS Management, as managing member of GFS Contango GP may be deemed to beneficially own (1) 20,622,357 shares of Common Stock, and (2) 694,737 shares of Series A Preferred Stock.

Powers

GFS Management has not entered into any transactions in the Common Stock or Series A Preferred Stock during the past sixty days. GFS Contango GP has not entered into any transactions in the Common Stock or Series A Preferred Stock during the past sixty days. The transactions in the Common Stock and Series A Preferred Stock by Goff MCF during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

GFS

As of close of business on September 17, 2019, GFS, as managing member of GFS Management may be deemed to beneficially own (1) 20,622,357 shares of Common Stock, and (2) 694,737 shares of Series A Preferred Stock.

Powers

GFS has not entered into any transactions in the Common Stock or Series A Preferred Stock during the past sixty days. GFS Management has not entered into any transactions in the Common Stock or Series A Preferred Stock during the past sixty days. GFS Contango GP has not entered into any transactions in the Common Stock or Series A Preferred Stock during the past sixty days. The transactions in the Common Stock and Series A Preferred Stock by Goff MCF during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

GFT

As of close of business on September 17, 2019, GFT, as controlling equity holder of GFS may be deemed to beneficially own (1) 20,622,357 shares of Common Stock, and (2) 694,737 shares of Series A Preferred Stock.

Powers

GFT has not entered into any transactions in the Common Stock or Series A Preferred Stock during the past sixty days. GFS has not entered into any transactions in the Common Stock or Series A Preferred Stock during the past sixty days. GFS Management has not entered into any transactions in the Common Stock or Series A Preferred Stock during the past sixty days. GFS Contango GP has not entered into any transactions in the Common Stock or Series A Preferred Stock during the past sixty days. The transactions in the Common Stock and Series A Preferred Stock by Goff MCF during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

John C. Goff

As of close of business on September 17, 2019, John C. Goff, as Chief Executive Officer of Goff Capital, as trustee of Goff Family Trust, and with respect to the Shares indirectly beneficially owned by him; John C. Goff may be deemed the beneficial owner of the (1) 20,622,357 shares of Common Stock and 694,737 shares of Series A Preferred Stock owned by Goff MCF, (2) 2,312,936 shares of Common Stock owned by Goff Family Trust, (3) 72,764 shares of Common Stock owned by Family Investments, and (4) 2,296,268 shares of Common Stock and 94,737 shares of Series A Preferred Stock owned by John C. Goff directly.

Powers

The transactions in the Common Stock and Series A Preferred Stock by John C. Goff during the past sixty days are set forth in Schedule A and are incorporated herein by reference. Goff Family Trust has not entered into any transactions in the Common Stock or Series A Preferred Stock during the past sixty days. Goff Capital has not entered into any transactions in the Common Stock or Series A Preferred Stock during the past sixty days. Family Investments has not entered into any transactions in the Common Stock or Series A Preferred Stock during the past sixty days. GFT has not entered into any transactions in the Common Stock or Series A Preferred Stock during the past sixty days. GFS has not entered into any transactions in the Common Stock or Series A Preferred Stock during the past sixty days. GFS Management has not entered into any transactions in the Common Stock or Series A Preferred Stock during the past sixty days. GFS Contango GP has not entered into any transactions in the Common Stock or Series A Preferred Stock during the past sixty days. The transactions in the Common Stock and Series A Preferred Stock by Goff MCF during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

Contracts, Arrangements Understandings or Relationships

Material to Be Filed as Exhibits

its Managing Member, GFS Management,

LLC

/s/ John C. Goff

its Managing Member, Goff Focused

Strategies LLC

/s/ John C. Goff

/s/ John C. Goff

its Managing Member, Goff Focused

Strategies LLC

/s/ John C. Goff

/s/ John C. Goff

/s/ John C. Goff

/s/ John C. Goff

its Managing Member, John C. Goff

2010 Family Trust

/s/ John C. Goff

/s/ John C. Goff

Date of Purchase

9/13/2019

TOTAL:

Date of Purchase

9/13/2019

TOTAL:

Date of Purchase

9/13/2019

TOTAL:

Date of Purchase

9/13/2019

TOTAL: