Charles L. McLawhorn III - Dec 7, 2021 Form 4 Insider Report for CONTANGO OIL & GAS CO (MCF)

Role: SVP/General Counsel/Corp Sec
Signature: /s/ E. Joseph Grady
Stock symbol: MCF
Transactions as of: Dec 7, 2021
Transactions value $: $0
Form type: 4
Date filed: 12/9/2021, 03:37 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MCF	Common Stock	Award	$0	+698K	+8748.28%	$0.00	705K	Dec 7, 2021	Direct	F1
transaction	MCF	Common Stock	Disposed to Issuer		-705K	-100%		0	Dec 7, 2021	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Charles L. McLawhorn III is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	In accordance with the Transaction Agreement (as defined below), immediately prior to the effective time of the Merger (as defined below), each outstanding performance stock unit award granted under Contango's Amended and Restated 2009 Incentive Compensation Plan held by the Reporting Person became fully vested based on the maximum performance level.
F2	Contango, Independence Energy, LLC, IE Pubco Inc. ("New Pubco"), IE OpCo LLC, IE C Merger Sub Inc. ("C Merger Sub") and IE L Merger Sub LLC ("L Merger Sub"), are parties to the Transaction Agreement, dated as of June 7, 2021 (the "Transaction Agreement"), pursuant to which, among other things, C Merger Sub merged with and into Contango with Contango as the surviving entity (the "Merger"), immediately following the Merger, Contango merged with and into L Merger Sub, with L Merger Sub, a direct wholly owned subsidiary of New PubCo, as the surviving entity. At the effective time of the Merger, each share of Contango common stock, par value $0.04 per share, outstanding immediately prior to the Merger was converted automatically into the right to receive 0.2000 shares of New PubCo Class A Common Stock.

Content

In accordance with the Transaction Agreement (as defined below), immediately prior to the effective time of the Merger (as defined below), each outstanding performance stock unit award granted under Contango's Amended and Restated 2009 Incentive Compensation Plan held by the Reporting Person became fully vested based on the maximum performance level.

Contango, Independence Energy, LLC, IE Pubco Inc. ("New Pubco"), IE OpCo LLC, IE C Merger Sub Inc. ("C Merger Sub") and IE L Merger Sub LLC ("L Merger Sub"), are parties to the Transaction Agreement, dated as of June 7, 2021 (the "Transaction Agreement"), pursuant to which, among other things, C Merger Sub merged with and into Contango with Contango as the surviving entity (the "Merger"), immediately following the Merger, Contango merged with and into L Merger Sub, with L Merger Sub, a direct wholly owned subsidiary of New PubCo, as the surviving entity. At the effective time of the Merger, each share of Contango common stock, par value $0.04 per share, outstanding immediately prior to the Merger was converted automatically into the right to receive 0.2000 shares of New PubCo Class A Common Stock.

Remarks:

This Form 4 has been signed by E. Joseph Grady, Assistant Secretary of Contango Oil & Gas Company, on behalf of Mr. McLawhorn.