Thomas M. Souers - Dec 23, 2021 Form 4 Insider Report for GOODRICH PETROLEUM CORP (GDP)

Role: Director
Signature: /s/ Michael J. Killelea, attorney-in-fact
Stock symbol: GDP
Transactions as of: Dec 23, 2021
Transactions value $: -$1,600,547
Form type: 4
Date filed: 12/23/2021, 03:16 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		+10.8K	+18.38%		69.6K	Dec 23, 2021	Direct	F1
transaction	GDP	Common Stock	Disposition pursuant to a tender of shares in a change of control transaction	-$1.6M	-69.6K	-100%	$23.00	0	Dec 23, 2021	Direct	F2

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	Dec 23, 2021	Common Stock	10.8K		Direct	F1

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

Thomas M. Souers 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	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.

Content

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").

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").