Michael J. Killelea - Dec 23, 2021 Form 4 Insider Report for GOODRICH PETROLEUM CORP (GDP)

Role
EVP, Gen. Counsel, Corp. Sec'y
Signature
/s/ Michael J. Killelea
Stock symbol
GDP
Transactions as of
Dec 23, 2021
Transactions value $
-$6,193,440
Form type
4
Date filed
12/23/2021, 03:13 PM
Previous filing
Dec 14, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GDP Common Stock Options Exercise +73.9K +37.8% 269K Dec 23, 2021 Direct F1, F2
transaction GDP Common Stock Disposition pursuant to a tender of shares in a change of control transaction -$6.19M -269K -100% $23.00 0 Dec 23, 2021 Direct F3

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 -10.6K -100% 0 Dec 23, 2021 Common Stock 10.6K Direct F1
transaction GDP Phantom Stock (Performance Units) Options Exercise -63.3K -100% 0 Dec 23, 2021 Common Stock 63.3K Direct F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Michael J. Killelea is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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").
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 performance-based vesting that was outstanding immediately prior to the Acceptance Time vested based on actual achievement of the performance criteria for a truncated performance period beginning on the date of grant and ending at the Acceptance Time. Based upon the performance criteria for the truncated performance period, the reporting person earned 200% of the target payment. Each award of phantom stock subject to performance-based vesting 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) 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").