| FORM
4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities
Exchange Act of 1934
or Section 30(h) of the Investment Company Act of
1940
|
| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Expires: |
December 31, 2014 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
|
Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue.
See
Instruction 1(b).
|
1. Name and Address of Reporting Person
*
(Street)
|
2. Issuer Name
and
Ticker or Trading Symbol
GOODRICH PETROLEUM CORP
[
GDPM
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
Director |
X |
10% Owner |
|
Officer (give title below) |
|
Other (specify below) |
|
|
3. Date of Earliest Transaction
(Month/Day/Year)
12/07/2017
|
4. If Amendment, Date of Original Filed
(Month/Day/Year)
|
6. Individual or Joint/Group Filing (Check
Applicable Line)
| X |
Form filed by One Reporting Person |
|
Form filed by More than One Reporting
Person |
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned |
|---|
| 1.
Title of Security (Instr.
3)
|
2.
Transaction Date
(Month/Day/Year) |
2A.
Deemed Execution Date, if any
(Month/Day/Year) |
3.
Transaction Code (Instr.
8)
|
4.
Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
|
5.
Amount of Securities Beneficially Owned Following Reported
Transaction(s) (Instr.
3 and 4)
|
6.
Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
|
7.
Nature of Indirect Beneficial Ownership (Instr.
4)
|
| Code |
V |
Amount |
(A) or (D) |
Price |
|
Common Stock
|
12/07/2017 |
|
S |
|
6,800
|
D
|
$
10.3733
|
3,873,726
|
I
|
See Footnote
|
|
Common Stock
|
12/08/2017 |
|
S |
|
21,400
|
D
|
$
10.395
|
3,852,326
|
I
|
See Footnote
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
3)
|
2. Conversion or Exercise Price of Derivative Security
|
3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
|
5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
|
6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
|
8. Price of Derivative Security (Instr.
5)
|
9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
|
10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
|
11. Nature of Indirect Beneficial Ownership (Instr.
4)
|
| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of Responses: |
|
| Remarks: |
| ex99-1.txt, ex99-2.txt |
|
Maria Gray, Vice President and Secretary of Franklin Resources, Inc. |
12/11/2017 |
|
** Signature of Reporting Person |
Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Exhibit 99-1
Pursuant to a plan of reorganization, in October 2016 the Issuer issued shares
of Common Stock, Warrants and 13.50% Second Lien Senior Secured Convertible
Notes due 2019 ("Convertible Notes") to certain of its creditors and
participants in the reorganization, including investment advisory clients
("Clients") of Franklin Advisers, Inc. ("FAV"). One FAV Client has interests
exceeding 10%:
Franklin Income Fund, a series of Franklin Custodian Funds, an investment
company registered under the Investment Company Act of 1940, has an interest in
2,073,449 shares of such Common Stock.
FAV is a wholly-owned subsidiary of Franklin Resources, Inc. ("FRI"). FAV may
be deemed to beneficially own the Common Stock for purposes of Rule 13d-3, and
accordingly for purposes of section 16(a), under the Securities Exchange Act of
1934, as amended (the "Act"), in its capacity as the investment adviser to the
Clients pursuant to investment management contracts that grant investment and/or
voting power to FAV. When an investment management contract (including a
sub-advisory agreement) delegates to FAV investment discretion or voting power
over the securities held in the investment advisory accounts that are subject to
that agreement, FRI treats FAV as having sole investment discretion or voting
authority, as the case may be, unless the agreement specifies otherwise.
Beneficial ownership by FRI, FAV and their affiliates is reported in conformity
with the guidelines articulated by the SEC staff in Release No. 34-39538
(January 12, 1998) relating to organizations, such as FRI, where related
entities exercise voting and investment powers over the securities being
reported independently from each other. The voting and investment powers held
by Franklin Mutual Advisers, LLC ("FMA"), an indirect wholly owned investment
management subsidiary of FRI, are exercised independently from FRI and from all
other investment management subsidiaries of FRI (FRI, its affiliates and the
investment management subsidiaries other than FMA are, collectively, FRI
affiliates). Furthermore, internal policies and procedures of FMA and FRI
establish informational barriers that prevent the flow between FMA and the FRI
affiliates of information that relates to the voting and investment powers over
the securities owned by their respective investment management clients.
Consequently, FMA and the FRI affiliates report the securities over which they
hold investment and voting power separately from each other for purposes of
Sections 13 and 16 of the Act.
Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders")
each own in excess of 10% of the outstanding common stock of FRI and are the
principal stockholders of FRI. FRI and the Principal Shareholders may be deemed
to be, for purposes of Rule 13d-3 under the Act, the beneficial owners of
securities held by persons and entities for whom or for which FRI's subsidiaries
provide investment management services. FRI, the Principal Shareholders and
FAV disclaim any pecuniary interest in any of the Common Stock. In addition,
the filing of this Form 4 on behalf of the Principal Shareholders, FRI and FAV
should not be construed as an admission that any of them is, and each disclaims
that it is, the beneficial owner, as defined in Rule 13d-3, of any of the Common
Stock.
FRI, the Principal Shareholders, and FAV believe that they are not a group
within the meaning of Rule 13d-5 under the Act and that they are not otherwise
required to attribute to each other the beneficial ownership of the Common Stock
held by any of them or by any persons or entities for whom or for which FAV
provides investment management services.
Exhibit 99-2
Names and Addresses of Additional Reporting Persons:
Charles B. Johnson
Franklin Templeton Investments
One Franklin Parkway
San Mateo, CA 94403-1906
Rupert H. Johnson, Jr.
Franklin Templeton Investments
One Franklin Parkway
San Mateo, CA 94403-1906
Franklin Advisers, Inc.
One Franklin Parkway
San Mateo, CA 94403 1906
By:
/s/Maria Gray
Signature
Maria Gray
Vice President and Secretary of Franklin Resources, Inc.
Attorney in Fact for Charles B. Johnson
Attorney in Fact for Rupert H. Johnson, Jr.
Secretary of Franklin Advisers, Inc.
Franklin Custodian Funds on behalf of Franklin Income Fund
By:
/s/ Lori A. Weber
Signature
Lori A. Weber
Vice President and Assistant Secretary of Franklin Custodian Funds
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