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UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549

SCHEDULE 14A

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Soliciting Material Pursuant tounder §240.14a-12

GOODRICH PETROLEUM CORPORATION

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Table of Contents

Goodrich Petroleum Corporation

801 Louisiana Street


Suite 700


Houston, Texas 77002

February 12, 2016
April 24, 2018

To Our Preferred Stockholders:

It is my pleasure to invite you to the Special2018 Annual Meeting of Stockholders of Goodrich Petroleum Corporation, a Delaware corporation (the “Company”, “we”, “us” or “our”), to be held at The Coronado Club, located at 919 Milam, Suite 500, Houston, Texas, 77002,77010, on March 14, 2016,May 23, 2018, at 11:00 a.m. local time (the “Special Meeting”"Annual Meeting").

The Special Meeting is being called to request approval by our preferred stockholders of amendments to the Certificates of Designation of each of our four series of preferred stock to provide us with the ability to require the mandatory conversion of our outstanding shares of preferred stock into shares of our common stock for a period of 90 days following the consummation of the respective Preferred Exchange Offers described herein (the “Proposals”).

The Proposals are being submitted to our stockholders to facilitate a proposed recapitalization of the Company in an effort to simplify our capital structure, preserve liquidity and increase our ability to comply with our debt instruments during the current decline in the oil and gas industry. We intend to accomplish this recapitalization plan (the “Recapitalization Plan”) through:

certain exchange offers described herein, which will offer holders of our various unsecured senior notes (the “Existing Unsecured Notes”) the opportunity to exchange their Existing Unsecured Notes for shares of our common stock (the “Unsecured Notes Exchange Offers”);

certain exchange offers described herein, which will offer holders of shares of our various series of preferred stock (the “Existing Preferred Stock”) the opportunity to exchange their shares of Existing Preferred Stock for shares of our common stock (the “Preferred Exchange Offers”);

certain exchange offers, described herein, which will offer holders of our outstanding 8.0% Second Lien Senior Secured Notes due 2018 and 8.875% Second Lien Senior Secured Notes due 2019 (together, the “Second Lien Notes”) the opportunity to exchange their Second Lien Notes for new notes with materially identical terms except that interest thereon may be either (i) paid, at our option, in cash or in-kind or (ii) deferred for some period of time (up to maturity) to allow us to temporarily reduce our cash interest expense (the “Second Lien Exchange Offers” and, together with the Unsecured Notes Exchange Offers and the Preferred Exchange Offers, the “Exchange Offers”);

the Proposals, which if approved would provide us with the ability to require the mandatory conversion of our outstanding Existing Preferred Stock into shares of our common stock following consummation of the Preferred Exchange Offers; and

upon completion of the Exchange Offers, (i) amending our 2006 Long-Term Incentive Plan (the “2006 Plan”) to increase the number of shares of Common Stock available for delivery pursuant to awards under the 2006 Plan (the “LTIP Amendment”) and (ii) issuing a number of restricted shares of Common Stock pursuant to the 2006 Plan equal to approximately 27.1 million shares of Common Stock to our existing management and employees (the “Retention Awards”). The Retention Awards would represent 7.5% of the outstanding shares of Common Stock of the Company if all of the Existing Unsecured Notes and all of the Existing Preferred Stock participate in the Exchange Offers, or 8.4% if the Exchange Offers are completed with only the minimum participation conditions met, as there would be fewer total shares outstanding.

The Exchange Offers will each be conditioned upon, among other things, the approval by the common stockholders of an amendment to our Restated Certificate of Incorporation to increase the number of authorized

shares of the Company’s Common Stock to 400 million shares. Moreover, the success of the Exchange Offers is likely to be influenced by whether or not the Proposals are approved, as the holders of the Existing Unsecured Notes are expected to be more willing to convert into Common Stock if all of the Existing Preferred Stock is converted into Common Stock as well. If we are unable to complete the Recapitalization Plan, including the Exchange Offers, and address our near-term liquidity needs, we may not be able to make our interest payments on our Existing Unsecured Notes and our Second Lien Notes beginning in March 2016, at which time we are likely to seek relief under the U.S. Bankruptcy Code. This relief may include: (i) seeking bankruptcy court approval for the sale or sales of some, most or substantially all of our assets pursuant to section 363(b) of the U.S. Bankruptcy Code and a subsequent liquidation of the remaining assets in the bankruptcy case; (ii) pursuing a plan of reorganization (where votes for the plan may be solicited from certain classes of creditors prior to a bankruptcy filing) that we would seek to confirm (or “cram down”) despite any classes of creditors who reject or are deemed to have rejected such plan; or (iii) seeking another form of bankruptcy relief, all of which involve uncertainties, potential delays and litigation risks. In such an event, we expect that the holders of our Existing Unsecured Notes, shares of preferred stock and shares of our common stock would receive little or no consideration.

Our Board of Directors believes that each of the Proposals is in the best interests of the Company and its stockholders and, therefore, recommends that you vote “FOR” each of the Proposals.

This proxy statement shall not constitute an offer to exchange any of our Existing Unsecured Notes, shares of Existing Preferred Stock or Second Lien Notes. The Exchange Offers will be made by, and be subject to the terms and conditions of, separate offers to exchange.

Details of the business to be conducted at the SpecialAnnual Meeting are provided in the attached Notice of SpecialAnnual Meeting and Proxy Statement. Additionally, enclosed with the proxy materials is our Annual Report to Stockholders for the year ended December 31, 2017.

The Proxy Statement does not constitute the Exchange Offers, which are being conducted pursuant to separate amended and restated Offers to Exchange, each dated February 5, 2016, or, in the case of the Second Lien Exchange Offers, pursuant to private exchange agreements.

You received these materials with a proxy card that indicates the number of votes that you will be entitled to cast at the SpecialAnnual Meeting according to our records or the records of your broker or other nominee. Our Boardboard of Directorsdirectors has determined that owners of record of the Company’s preferredour common stock at the close of business on February 5, 2016April 2, 2018 are entitled to notice of, and have the right to vote at, the SpecialAnnual Meeting and any reconvened meeting following any adjournment or postponement of the meeting.

On behalf of the Board of Directors and our employees, I would like to express my appreciationthank you for your ongoing support and continued interest in our affairs.Goodrich Petroleum Corporation.




By Order of the Board of Directors
GRAPHICS

Walter G. "Gil" Goodrich
Chairman and Chief Executive Officer

By OrderTable of the Board of DirectorsContents

LOGO

Walter G. “Gil” Goodrich

Chairman and Chief Executive Officer

Goodrich Petroleum Corporation


801 Louisiana Street


Suite 700


Houston, Texas 77002

NOTICE OF SPECIALANNUAL MEETING OF STOCKHOLDERS


TO BE HELD MARCH 14, 2016MAY 23, 2018

To Our Preferred Stockholders:

Notice is hereby given that a Special        The 2018 Annual Meeting of the Stockholders of Goodrich Petroleum Corporation, a Delaware corporation, (the “Company”, “we”, “us” or “our”), will be held at The Coronado Club, located at 919 Milam, Suite 500, Houston, Texas, 77002,77010, on March 14, 2016,May 23, 2018, at 11:00 a.m. local time (the “Special Meeting”"Annual Meeting").

At the SpecialAnnual Meeting, preferred stockholders will be asked to:

1.Consider and vote on a proposal to adopt an amendment
    1.
    Elect the three Class II director nominees named in the Proxy Statement to our Certificate of Designation of the Company’s 5.375% Series B Cumulative Convertible Preferred Stock (the “Series B Preferred Stock”) to provide for the automatic conversion of each share of Series B Preferred Stock into shares of our common stock, par value $0.20 per share (“Common Stock”) at the conversion rate of 8.899 shares of Common Stock per $50.00 liquidation preference at the option of the Company on a date that is no later than 90 days following the completion of the Company’s offer to exchange any and all Series B Preferred Stock for newly issued shares of Common Stock, upon the terms and subject to the conditions set forth in the offer to exchange (as supplemented or amended from time to time) filed on Schedule TO with the Securities and Exchange Commission (the “SEC”) on January 26, 2016, as amended and restated on February 5, 2016 (“Proposal 1”). The form of this amendment to our Certificate of Designation of the Series B Preferred Stock is attached to the Proxy Statement as Appendix A;

2.Consider and vote on a proposal to adopt an amendment to our Certificate of Designations of the Company’s 10.00% Series C Cumulative Preferred Stock (the “Series C Preferred Stock”) to provide for the automatic conversion of each share of Series C Preferred Stock into shares of our Common Stock at the conversion rate of 4.449 shares of Common Stock per $25.00 liquidation preference at the option of the Company on a date that is no later than 90 days following the completion of the Company’s offer to exchange any and all Series C Preferred Stock for newly issued shares of Common Stock, upon the terms and subject to the conditions set forth in the offer to exchange (as supplemented or amended from time to time) filed on Schedule TO with the SEC on January 26, 2016, as amended and restated on February 5, 2016 (“Proposal 2”). The form of this amendment to our Certificate of Designations of the Series C Preferred Stock is attached to the Proxy Statement as Appendix B;

3.Consider and vote on a proposal to adopt an amendment to our Certificate of Designations of the Company’s 9.75% Series D Cumulative Preferred Stock (the “Series D Preferred Stock”) to provide for the automatic conversion of each share of Series D Preferred Stock into shares of our Common Stock at the conversion rate of 4.449 shares of Common Stock per $25.00 liquidation preference at the option of the Company on a date that is no later than 90 days following the completion of the Company’s offer to exchange any and all Series D Preferred Stock for newly issued shares of Common Stock, upon the terms and subject to the conditions set forth in the offer to exchange (as supplemented or amended from time to time) filed on Schedule TO with the SEC on January 26, 2016, as amended and restated on February 5, 2016 (“Proposal 3”). The form of this amendment to our Certificate of Designations of the Series D Preferred Stock is attached to the Proxy Statement as Appendix C;

4.

Consider and vote on a proposal to adopt an amendment to our Certificate of Designation of the Company’s 10.00% Series E Cumulative Convertible Preferred Stock (the “Series E Preferred Stock”, and together with the Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock, the “Preferred Stock”) to provide for the automatic conversion of each share of Series E Preferred Stock into shares of our Common Stock at the conversion rate of 5.188 shares of Common Stock per $10.00

liquidation preference at the option of the Company on a date that is no later than 90 days following the completion of the Company’s offer to exchange any and all Series E Preferred Stock for newly issued shares of Common Stock, upon the terms and subject to the conditions set forth in the offer to exchange (as supplemented or amended from time to time) filed on Schedule TO with the SEC on January 26, 2016, as amended and restated on February 5, 2016 (“Proposal 4”, and together with Proposal 1, Proposal 2 and Proposal 3, the “Proposals”). The form of this amendment to our Certificate of Designation of the Series E Preferred Stock is attached to the Proxy Statement as Appendix D; and

5.Transact such other business as may properly come before the Special Meeting and any adjournments or postponements thereof.

The Company’s Board of Directors recommends that stockholders vote “FOR” eachDirectors;

2.
Ratify the selection of Moss Adams LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018;

3.
Approve, on an advisory basis, the compensation of our Named Executive Officers as described in "Executive Compensation," compensation tables and accompanying narrative discussion discussed in the Proxy Statement;

4.
Approve a third amendment to the Goodrich Petroleum Corporation 2016 Long-Term Incentive Plan, as amended from time to time, to increase the number of shares of the Proposals.

Company common stock authorized for issuance thereunder; and

5.
Transact such other business as may properly come before such meeting.

Only preferred stockholders of record at the close of business on February 5, 2016April 2, 2018 are entitled to notice of and to vote at the SpecialAnnual Meeting. For specific voting information, see “General Information”"General Information about the Annual Meeting" beginning on page 1 of the enclosed Proxy Statement.proxy statement. A list of stockholders will be available commencing February 25, 2016May 11, 2018 and may be inspected at our offices during normal business hours prior to the SpecialAnnual Meeting. The list of stockholders will also be available for review at the SpecialAnnual Meeting. In the event there are not sufficient votes for a quorum or to approve the items of business at the time of the SpecialAnnual Meeting, the SpecialAnnual Meeting may be adjourned in order to permit further solicitation of proxies.

Whether or not you attend the SpecialAnnual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, I urge you to promptly vote and submit your proxy. You may vote by telephone, Internet or mail. To vote by telephone, call 1-800-PROXIES (1-800-776-9437) using a touch-tone phone to transmit your voting instructions up until 11:59 p.m. (EDT) the day before the SpecialAnnual Meeting date. Have your proxy card in hand when you call and then follow the instructions. To vote electronically, accesswww.voteproxy.com over the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. (EDT) the day before the SpecialAnnual Meeting date. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. You may vote by mail by signing, dating and returning the enclosed proxy card in the enclosed envelope. If you decide to attend the SpecialAnnual Meeting, you will be able to vote in person, even if you have previously submitted your proxy.

By Order of the Board of Directors

LOGO

Michael J. Killelea

Senior Vice President, General Counsel and Corporate Secretary

February 12, 2016

By Order of the Board of Directors



GRAPHIC



Michael J. Killelea
Executive Vice President, General Counsel and Corporate Secretary

April 24, 2018
Houston, Texas

Important Notice Regarding the Availability of Proxy Materials

For the Special MeetingTable of Stockholders to be Held on March 14, 2016Contents

The Company’s Notice of Special Meeting, Proxy Statement, 2014 Annual Report on Form 10-K and September 30, 2015 Form 10-Q are available athttp://www.proxydocs.com/GDP.


TABLE OF CONTENTS

GENERAL INFORMATION

  1 

BACKGROUND FOR OUR PROPOSALSPROPOSAL NO. 1—ELECTION OF DIRECTORS

  84 

Analysis of the Recapitalization PlanGeneral

  94 

Recommendation of the Board of DirectorsDirector Nominees

  124 

UPDATE TO FINANCIAL AND RESERVE INFORMATIONPROPOSAL NO. 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

  148 

ProductionPROPOSAL NO. 3—ADVISORY VOTE ON EXECUTIVE COMPENSATION

  149 

ReservesStockholder Advisory Vote on Executive Compensation

  149 

ImpairmentSummary of 2017 Executive Compensation

  149 

PROPOSAL NO. 1 – 4—APPROVAL OF ANTHE THIRD AMENDMENT TO LTIP TO INCREASE THE CERTIFICATENUMBER OF DESIGNATIONSHARES OF COMMON STOCK OF THE SERIES B PREFERRED STOCK (PROPOSAL 1)COMPANY AUTHORIZED FOR ISSUANCE THEREUNDER

  1510 

Purpose and Effect of Approving the Amendment to the Certificate of Designation of the Series B Preferred Stock under Proposal 1STOCK OWNERSHIP MATTERS

  1612 

Consequences If Proposal 1 Is Not Approved

16

Board Discretion

16

Vote Required for Proposal 1

16

Recommendation

16

PROPOSAL NO. 2 – APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF DESIGNATIONS OF THE SERIES C PREFERRED STOCK (PROPOSAL 2)

17

Purpose and Effect of Approving the Amendment to the Certificate of Designations of the Series C Preferred Stock under Proposal 2

17

Consequences If Proposal 2 Is Not Approved

18

Board Discretion

18

Vote Required for Proposal 2

18

Recommendation

18

PROPOSAL NO. 3 – APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF DESIGNATIONS OF THE SERIES D PREFERRED STOCK (PROPOSAL 3)

19

Purpose and Effect of Approving the Amendment to the Certificate of Designations of the Series D Preferred Stock under Proposal 3

19

Consequences If Proposal 3 Is Not Approved

20

Board Discretion

20

Vote Required for Proposal 3

20

Recommendation

20

PROPOSAL NO. 4 – APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF DESIGNATION OF THE SERIES E PREFERRED STOCK (PROPOSAL 4)

21

Purpose and Effect of Approving the Amendment to the Certificate of Designation of the Series E Preferred Stock under Proposal 4

22

Consequences If Proposal 4 Is Not Approved

22

Board Discretion

22

Vote Required for Proposal 4

23

Recommendation

23

STOCK OWNERSHIP MATTERS

24

Section 16(a) Beneficial Ownership Reporting Compliance

  2412 

Security Ownership of Certain Beneficial Owners and Management

  2412 

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

14

EXECUTIVE COMPENSATION

15

Summary Compensation

15

Narrative Disclosure to Summary Compensation Table

16

Outstanding Equity Awards Value at Fiscal Year-End Table

19

Additional Narrative Disclosure

20

AUDIT COMMITTEE MATTERS

22

Audit Committee Report

22

Audit and Non-Audit Fees

23

Audit Committee Pre-Approval Policy

24

CORPORATE GOVERNANCE

25

Our Board

25

Director Nomination Process

28

Standing Committees of our Board

29

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

33

TRANSACTIONS WITH RELATED PERSONS

34

Policies and Procedures

34

DIRECTOR COMPENSATION

36

General

36

Retainer / Fees

36

STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 20162019 ANNUAL MEETING OF STOCKHOLDERS

  2637 

OTHER MATTERS

  2637 

ADDITIONAL INFORMATION ABOUT US

  2738 
INCORPORATION BY REFERENCE27

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTSANNEX 1

  2839 

i

APPENDIX A – CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATION OF 5.375% SERIES B CUMULATIVE CONVERTIBLE PREFERRED STOCK

A-1

APPENDIX B – CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATIONS OF 10.00% SERIES C CUMULATIVE PREFERRED STOCK

B-1

APPENDIX C – CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATIONS OF 9.75% SERIES D CUMULATIVE PREFERRED STOCK

C-1

APPENDIX D – CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATION OF 10.00% SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK

D-1

iiTable of Contents


Goodrich Petroleum Corporation


801 Louisiana Street


Suite 700


Houston, Texas 77002

PROXY STATEMENT

These proxy materials are being furnished to you in connection with the solicitation of proxies by the Board of Directors (the “Board” or “Board of Directors”"Board") of Goodrich Petroleum Corporation, a Delaware corporation (the “Company,” “Goodrich,” “we,” “us”("we" or “our”"the Company" or "Goodrich"), for use at a Specialthe 2018 Annual Meeting of Stockholders and any adjournments or postponements of the meeting (the “Special Meeting”"Annual Meeting"). The SpecialAnnual Meeting will be held at The Coronado Club, located at 919 Milam, Suite 500, Houston, Texas, 77002,77010, on March 14, 2016,May 23, 2018, at 11:00 a.m. local time. The Notice of SpecialAnnual Meeting, this Proxy Statement andproxy statement, the enclosed proxy card and our Annual Report to Stockholders for the fiscal year ended December 31, 2017 (the "Annual Report") are being mailed to stockholders beginning on or about February 12, 2016.April 24, 2018.


GENERAL INFORMATION

Q.
What am I voting on?
Q.Why am I receiving these proxy materials?

A.1.The current low commodity price environment has had a significant, adverse impact on the Company. As of December 31, 2015 we had $11.8 million of cash, approximately $470 million of debt and $282 million of preferred stock liquidation value on our balance sheet. We also have declining cash flows from operations due to the decline in oil and natural gas prices and the roll off of our hedging arrangements. While we are not currently in default under our existing debt instruments, our ability to make the March 2016 interest payments on our 8.875% Senior Notes due 2019 and 8.0% Second Lien Senior Secured Notes due 2018 (together, the “Second Lien Notes”) and service our other debt and fund our operations is at significant risk as a resultelection of the sustained continuation of the current commodity price environment.

In response, we intend to commence a comprehensive plan designed to reduce our outstanding debt and preferred stock obligations, reduce our cash interest expense and preserve liquidity (the “Recapitalization Plan”). The Recapitalization Plan is expected to consist of:

offers to exchange (the “Unsecured Notes Exchange Offers”), upon the terms and condition set forth in the offers to exchange, any and all of our outstanding 3.25% Convertible Senior Notes due 2026, 5.00% Convertible Senior Notes due 2029, 5.00% Convertible Senior Notes due 2032, 5.00% Convertible Exchange Senior Notes due 2032 and 8.875% Senior Notes due 2019 (together, the “Existing Unsecured Notes”) for newly issued shares of our common stock, par value $0.20 per share (the “Common Stock”);

•

offers to exchange (the “Preferred Exchange Offers”), upon the terms and conditions set forththree Class II director nominees named in the offersProxy Statement to exchange, any and all (i) shares of our outstanding 5.375% Series B Cumulative Convertible Preferred Stock (the “Series B Preferred Stock”), (ii) depositary shares, each representing 1/1000th of a share of (A) our 10.00% Series C Cumulative Preferred Stock (such depositary shares, the “Series C Preferred Stock”), (B) our 9.75% Series D Cumulative Preferred Stock (such depositary shares, the “Series D Preferred Stock”) and (C) our outstanding 10.00% Series E Cumulative Convertible Preferred Stock (the “Series E Preferred Stock” and, together with the Series B Preferred Stock, the Series C Preferred Stock and the Series D Preferred Stock, the “Existing Preferred Stock”) for newly issued shares of our Common Stock ;

offers to exchange, upon the terms and conditions set forth in separate offers to exchange, any and all of our outstanding Second Lien Notes for new notes with materially identical terms except that interest thereon may be either (i) paid, at our option, in cash or in-kind or (ii) deferred for some period of time (up to maturity) to allow us to temporarily reduce our cash interest expense (the “Second Lien Exchange Offer” and, together with the Unsecured Notes Exchange Offers and the Preferred Exchange Offers, the “Exchange Offers”);

the Proposals, which if approved would provide us with the ability to require the mandatory conversion of our outstanding Existing Preferred Stock into shares of our Common Stock following consummation of the Preferred Exchange Offers; and

upon completion of the Exchange Offers, (i) amending our 2006 Long-Term Incentive Plan (the “2006 Plan”) to increase the number of shares of Common Stock available for delivery pursuant to awards under the 2006 Plan (the “LTIP Amendment”) and (ii) issuing a number of restricted shares of Common Stock pursuant to the 2006 Plan equal to approximately 27.1 million shares of Common Stock to our existing management and employees (the “Retention Awards”). The Retention Awards would represent 7.5% of the outstanding shares of Common Stock of the Company if all of the Existing Unsecured Notes and all of the Existing Preferred Stock participate in the Exchange Offers, or 8.4% if the Exchange Offers are completed with only the minimum participation conditions met, as there would be fewer total shares outstanding.

Assuming full participation in the Unsecured Note Exchange Offers and the Preferred Exchange Offers and the issuance of the maximum amount of Retention Awards following the LTIP Amendment, we plan to issue 271,206,865 shares of our Common Stock, which would cause us to exceed the number of shares authorized by our Restated Certificate of Incorporation. In order to permit us to complete the Exchange Offers and grant the Retention Awards, we are providing separate proxy materials to our common stockholders in connection with the solicitation by our Board of proxies to be voted atDirectors;



2.

The ratification of the Special Meetingselection of Moss Adams LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018;



3.

Approve, on an advisory basis, the compensation of our Named Executive Officers as described in connection with"Executive Compensation," compensation tables and accompanying narrative discussion discussed in the Proxy Statement;



4.

Approve a proposedthird amendment to our Restated Certificate of Incorporationthe Goodrich Petroleum Corporation 2016 Long-Term Incentive Plan, as amended from time to time, to increase the number of authorized shares of our Common Stock to 400 million shares from the 150 million shares currentlyCompany common stock authorized (the “Authorized Shares Proposal”). The Exchange Offers will be conditioned upon, among other things, the approval of the Authorized Shares Proposal.for issuance thereunder; and


 		Additionally, the likelihood of success of the Unsecured Notes Exchange Offers will be greatly improved if the Preferred Proposals are approved, as the holders of the Existing Unsecured Notes are expected to be more willing to convert into Common Stock if all of the Existing Preferred Stock is converted into Common Stock as well. As such, we are providing these proxy materials in connection with the solicitation by our Board of proxies to be voted at the Special Meeting in connection with the proposed amendments to the Certificate of Designation of each of our four series of Existing Preferred Stock. These amendments would provide the Company with the ability to require the mandatory conversion of our Existing Preferred Stock into shares of our Common Stock as described herein.


Q.5.

What is the purposeThe transaction of the Exchange Offers and why are they important?

A.If completely successful, the Unsecured Notes Exchange Offers, Preferred Exchange Offers and Second Lien Exchange Offers would reduce our outstanding debt and preferred stock liquidation preference by approximately $498 million, or 71%,such other business as of January 20, 2016. Moreover, our annual cash interest expense would decline by approximately $30.4 million. Even if only the minimum conditions to consummation of the Unsecured Notes Exchange Offers and the Preferred Exchange Offers are satisfied, we would still reduce our outstanding debt and preferred stock liquidation preference by approximately $350 million, or 50%, as of January 20, 2016 and our annual cash interest expense would decline by approximately $28.9 million.

The Exchange Offers are conditioned upon the passage of the Authorized Shares Proposal, but are not conditioned upon the passage of the Preferred Proposals.

If we are unable to complete the proposed Recapitalization Plan, including the Exchange Offers, and address our near-term liquidity needs, we may not be able to make our interest payments on our Existing Unsecured Notes and our Second Lien Notes beginning in March 2016, at which time we may need to seek relief under the U.S. Bankruptcy Code. This relief may include: (i) seeking bankruptcy court approval for the sale or sales of some, most or substantially all of our assets pursuant to section 363(b) of the U.S. Bankruptcy Code and a subsequent liquidation of the remaining assets in the bankruptcy case; (ii) pursuing a plan of reorganization (where votes for the plan may be solicited from certain classes of creditors prior to a bankruptcy filing) that

we would seek to confirm (or “cram down”) despite any classes of creditors who reject or are deemed to have rejected such plan; or (iii) seeking another form of bankruptcy relief, all of which involve uncertainties, potential delays and litigation risks. In such an event, we expect that the holders of our Existing Unsecured Notes, shares of Existing Preferred Stock and shares of our Common Stock would receive little or no consideration.

Q.What will happen to the Company if the Recapitalization Plan is successful?

A.If the Exchange Offers are completed and the Recapitalization Plan is successful, the Company’s liquidity will be improved which will allow for more time for commodity prices to recover and increase our ability to comply with our outstanding debt covenants and interest payment obligations. However, if oil and natural gas prices do not recover or if we are not able to execute our current plan for operations, then we may need to seek relief under the U.S. Bankruptcy Code notwithstanding the completion of the Exchange Offers and the Recapitalization Plan. If we were to seek relief under the U.S. Bankruptcy Code notwithstanding the completion of the Exchange Offers and the Recapitalization Plan, we expect that the holders of our shares of our Common Stock and any Existing Unsecured Notes or Existing Preferred Stock remaining outstanding after the Exchange Offers would receive little or no consideration.

Q.What am I voting on?

A.  1.Holders of our Series B Preferred Stock are being asked to approve an amendment to the Certificate of Designation of the Series B Preferred Stock that would permit the Company to convert the Series B Preferred Stock into Common Stock at an exchange rate of 8.899 shares of Common Stock for each share of Series B Preferred Stock on a date that is no later than 90 days following the completion of the Company’s offer to exchange any and all Series B Preferred Stock for newly issued shares of our Common Stock, upon the terms and subject to the conditions set forth in the offer to exchange (as supplemented or amended from time to time) filed on Schedule TO with the Securities and Exchange Commission (the “SEC”) on January 26, 2016, as amended and restated on February 5, 2016 (the “Series B Preferred Proposal”);

       2.Holders Series C Preferred Stock are being asked to approve an amendment to the Certificate of Designations of the Series C Preferred Stock that would permit the Company to convert the Series C Preferred Stock into Common Stock at an exchange rate of 4.449 shares of Common Stock for each share of Series C Preferred Stock on a date that is no later than 90 days following the completion of the Company’s offer to exchange any and all Series C Preferred Stock for newly issued shares of our Common Stock, upon the terms and subject to the conditions set forth in the offer to exchange (as supplemented or amended from time to time) filed on Schedule TO with the SEC on January 26, 2016, as amended and restated on February 5, 2016 (the “Series C Preferred Proposal”);

       3.Holders of our Series D Preferred Stock are being asked to approve an amendment to the Certificate of Designations of the Series D Preferred Stock that would permit the Company to convert the Series D Preferred Stock into Common Stock at an exchange rate of 4.449 shares of Common Stock for each share of Series D Preferred Stock on a date that is no later than 90 days following the completion of the Company’s offer to exchange any and all Series D Preferred Stock for newly issued shares of our Common Stock, upon the terms and subject to the conditions set forth in the offer to exchange (as supplemented or amended from time to time) filed on Schedule TO with the SEC on January 26, 2016, as amended and restated on February 5, 2016 (the “Series D Preferred Proposal”);

       4.

Holders of our Series E Preferred Stock are being asked to approve an amendment to the Certificate of Designation of the Series E Preferred Stock that would permit the Company to convert the Series E Preferred Stock into Common Stock at an exchange rate of 5.188 shares of Common Stock for each share of Series E Preferred Stock on a date that is no later than 90 days following the completion of the Company’s offer to exchange any and all Series E Preferred Stock for newly issued shares of our Common

Stock, upon the terms and subject to the conditions set forth in the offer to exchange (as supplemented or amended from time to time) filed on Schedule TO with the SEC on January 26, 2016, as amended and restated on February 5, 2016 (the “Series E Preferred Proposal” and together with the Series B Preferred Proposal, Series C Preferred Proposal, Series D Preferred Proposal and Series E Preferred Proposal, the “Proposals”).

Q.When and where is the special meeting?

A.The Special Meeting will be held at The Coronado Club, located at 919 Milam, Suite 500, Houston, Texas, 77002, on March 14, 2016, at 11:00 a.m. local time.

Q.Who can attend and vote at the Special Meeting?

A.Preferred stockholders as of the close of business on February 5, 2016 (the “Record Date”), are entitled to attend and vote at the Special Meeting. We will make available an alphabetical list of stockholders entitled to vote at the Special Meeting for examination by any stockholder during ordinary business hours, at our executive offices, from February 25, 2016 until the Special Meeting.

Only holders of (i) Series B Preferred Stock may vote on Proposal 1; (ii) Series C Preferred Stock may vote on Proposal 2; (iii) Series D Preferred Stock may vote on Proposal 3; and (iv) Series E Preferred Stock may vote on Proposal 4.

Q.How do I vote my shares?

A.You may vote your shares either in person or by proxy. To vote by proxy, you may vote via telephone by using the toll-free number listed on the proxy card, via Internet at the website for Internet voting listed on the proxy card, or you may mark, date, sign, and mail the enclosed proxy card in the prepaid envelope. Giving a proxy will not affect the right to vote the shares if you attend the Special Meeting and want to vote in person – by voting in person you automatically revoke the proxy. If you vote the shares in person, you must present proof that you own the shares as of the Record Date through brokers’ statements or similar proof and identification. You also may revoke the proxy at any time before the meeting by giving the Corporate Secretary written notice of the revocation or by submitting a later-dated proxy. If you return the signed proxy card but do not mark your voting preference, the individuals named as proxies will vote the shares in accordance with the recommendations of the Board as set forth below.

Q.What are my voting choices?

A.You may vote “FOR” or “AGAINST” or you may “ABSTAIN” from voting on any proposal to be voted on at the Special Meeting. Your shares will be voted as you specifically instruct. If you sign your proxy or voting instruction card without giving specific instructions, your shares will be voted in accordance with the recommendations of our Board and in the discretion of the proxy holders on any other matters that properly come before thesuch meeting.

Q.What are the recommendations of the Board?
Q.
Who can vote?

A.
Stockholders of record as of the close of business on April 2, 2018, the record date, are entitled to vote at the Annual Meeting.

Q.
How do I vote my shares?

A.
If you are a stockholder of record as of the record date, meaning you own your shares directly and are listed as a stockholder with our transfer agent, American Stock Transfer, you may vote your shares either in person or by proxy. To vote by proxy, you may vote via telephone by using the toll-free number listed on the proxy card, via Internet at the website for Internet voting listed on the proxy card, or you may mark, date, sign, and mail the enclosed proxy card in the prepaid envelope. Giving a proxy will not affect the right to vote the shares if you attend the Annual Meeting and want to vote in person—by voting in person you automatically revoke any previously submitted proxy. If you vote the shares in person, you must present identification. You also may revoke the proxy at any time before the meeting by giving the Corporate Secretary written notice of the revocation or by submitting a later-dated proxy. If you return the signed proxy card but do not mark your voting preference, the individuals named as proxies will vote the shares in accordance with the recommendations of the Board of Directors as set forth below.

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Q.
What are the recommendations of the Board?
A.1.The Board unanimously recommends that you voteFOR the election of the nominated slate of Class II directors.



2.

The Board unanimously recommends that you voteFOR ratification of the selection of Moss Adams LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018.



3.

The Board unanimously recommends that you voteFOR the approval, on an advisory basis, of the compensation of our Named Executive Officers as described in "Executive Compensation," compensation tables and accompanying narrative discussion discussed in the Proxy Statement.



4.

The Board unanimously recommends that you voteFOR the approval of a third amendment to the Goodrich Petroleum Corporation 2016 Long-Term Incentive Plan, as amended from time to time.
Q.
How many shares can I vote?

A.
As of the record date, April 2, 2018, Goodrich had outstanding 11,562,127 shares of common stock. Each share of common stock is entitled to one (1) vote.

Q.
What happens if I withhold my vote for an individual director?

A.
Because the individual directors are elected by plurality of the votes cast at the meeting, a withheld vote will not have an effect on the outcome of the election of an individual director.

Q.
How many votes must be present to hold the Annual Meeting?

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Q.
How many votes are needed to approve each of the proposals?

A.
The nominees for election as directors at the Annual Meeting who received the highest number of "FOR" votes will be elected as directors. This is called plurality voting. Broker non-votes and votes marked "WITHHOLD AUTHORITY" or "FOR ALL EXCEPT" (with respect to the nominees for which authority is withheld) will have no legal effect on the election of directors under Delaware law. Abstentions will have no legal effect on the proposal.
Q.
Can I vote on other matters?

A.
We do not expect any other matter to come before the meeting. We did not receive any stockholder proposals by the date required for such proposals to be considered. If any other matter is properly brought and presented at the Annual Meeting, the signed proxy gives the individuals named as proxies authority to vote the shares on such matters at their discretion.

Q.
Who is soliciting my proxy?

A.
The Board of Directors of Goodrich Petroleum Corporation is sending you this Proxy Statement in connection with the solicitation of proxies for use at Goodrich's 2018 Annual Meeting of Stockholders. Certain directors, officers and employees of Goodrich may also solicit proxies on our behalf by mail, phone, fax or in person.

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PROPOSAL NO. 1—ELECTION OF DIRECTORS

General

        Pursuant to our Bylaws, our Board is divided into three classes (Classes I, II and III) serving staggered terms. The term of office for each of our Class II directors, Ronald F. Coleman, K. Adam Leight and Thomas M. Souers, expires at our Annual Meeting. The term of office for each of our Class III directors, Walter G. Goodrich and Robert C. Turnham, Jr. expires at our 2019 Annual Meeting. The term of office of each of our Class I directors, Timothy D. Leuliette and Steven J. Pully, expires at the 2020 Annual Meeting. Following election to the Board, each director serves for a term of three years or until a successor is elected and qualified.

        Based on the recommendations from the Nominating and Corporate Governance Committee, our Board has nominated its current Class II directors, Messrs. Ronald F. Coleman, K. Adam Leight and Thomas M. Souers, for election to our Board as Class II directors with a term of office expiring at our 2021 Annual Meeting. Our Board has affirmatively determined that Messrs. Coleman, Leight and Souers are independent. Please see "Corporate Governance—Our Board—Board Size; Director Independence." We have no reason to believe that either of Messrs. Coleman, Leight or Souers will be unavailable for election. However, if any nominee becomes unavailable for election, our Board can name a substitute nominee and proxies will be voted for the substitute nominee pursuant to discretionary authority, unless withheld.

Director Nominees

        The principal occupations and other information about the Board nominees for director and our incumbent Board members are set forth below:


Class II Directors—Terms Expiring at the 2021 Annual Meeting (if re-elected)

Name
AgePosition
Ronald F. Coleman63Director
K. Adam Leight62Director
Thomas M. Souers65Director

Ronald F. Coleman is an energy executive with over 37 years of international and domestic oilfield services operations. From 2012 to 2014, Mr. Coleman was president North America and executive vice president of Archer. Prior to that, Mr. Coleman served as chief operating officer and executive vice president of Select Energy Services in 2011. Mr. Coleman spent 33 years at BJ Services Company, serving as vice president of operations in U.S. and Mexico from 1998 to 2007 and Vice President North America Pumping from 2007 to 2010. He has served on numerous boards, including Torqued Up Energy Services, Titan Liner (CWCS Company), Solaris Oil Field Services, and Ranger Energy Services. He has also been appointed by boards to serve in advising roles for CSL Energy Opportunities Fund II, LP, and Matador Resources Company. He was appointed to the Company's Board of Directors in 2016. Mr. Coleman's many years of experience in oilfield service operations and service on the boards of various energy companies has led to his nomination to serve as a director.

K. Adam Leight has spent 35 years building and managing investment research departments, and covering the energy industry for major financial institutions. Mr. Leight is presently a managing member of Ansonia Advisors LLC, which provides independent research, capital markets, and corporate advisory services to various institutions and to the energy industry. Prior to that, Mr. Leight served as a managing director at RBC Capital Markets from 2008 to 2016, managing director at Credit Suisse from 2000 to 2007 and managing director at Donaldson, Lufkin & Jenrette from 1994 to 2000. Before that, Mr. Leight was managing director at Cowen & Company, vice president at Drexel Burnham Lambert, and an analyst at Sutro & Co. Mr. Leight has also served on the boards of Falcon


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Capital Management, University of Wisconsin ASAP, Temple Sharley Tefilo-Israel, and Gates of Israel Foundation and currently serves on the board of Warren Resources. Mr. Leight holds an A.B. in economics from Washington University, an M.S. in investment finance from the University of Wisconsin and is a Chartered Financial Analyst. He was appointed to the Company's Board of Directors in 2016. Mr. Leight has held management positions at several investment banks. His finance and business leadership skills from his career in investment banking make him uniquely qualified to be a member of our Board as well as his qualifications as an audit committee financial expert under the SEC guidelines. For these reasons, Mr. Leight has been nominated to serve as a director.

Thomas M. Souers served as petroleum engineering consultant at Netherland, Sewell & Associates, Inc. (NSAI) from 1991 until his retirement in 2016. During that time, Mr. Souers worked on a range of oil and gas reserves estimations, property evaluations for sales and acquisitions, analysis of secondary recovery projects, field studies, deliverability studies, prospect evaluations, and economic evaluations utilizing deterministic methodology for projects in North America, Europe, Africa, South America, and Asia. His areas of expertise are Gulf of Mexico and horizontal drilling in various US basins. Mr. Souers has also served as expert witness on a number of civil cases. Mr. Souers also served as a consulting COO of a private oil and gas company during his employment at NSAI. Prior to that time, Mr. Souers served as an operations engineer with GLG Energy LP, senior staff engineer with Wacker Oil Inc., area manager with Transco Exploration Company, and supervising engineer with Exxon Company, U.S.A. Mr. Souers holds a B.S. in civil engineering from North Carolina State University and an M.S. in civil engineering from the University of Florida. He was appointed to the Company's Board of Directors in 2016. Mr. Souers' extensive experience as a petroleum engineer has led to his nomination to serve as a director.


Recommendation of the Board

OUR BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" ALL NOMINATED DIRECTORS


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Class III Directors—Terms Expiring at the 2019 Annual Meeting

Name
AgePosition
Walter G. Goodrich59Chairman of the Proposals.Board and Chief Executive Officer

Q.Robert C. Turnham, Jr. How many shares can I vote?

A.Each record holder of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock is entitled to one vote for each share (in the case of the Series B Preferred Stock) or depositary share (in the case of the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock) held.

Q.Can I change or revoke my vote?

A.Yes. Even if you submitted a proxy by telephone or via the Internet or if you signed the proxy card in the form accompanying this Proxy Statement, you retain the power to revoke your proxy and to change your vote. You can revoke your proxy any time before it is exercised by giving written notice to the Corporate Secretary specifying such revocation. You may also revoke your proxy by a later-dated proxy by telephone or via the Internet or by timely delivery of a valid, later-dated proxy by mail or by voting by ballot at the Special Meeting. Your attendance at the Special Meeting in itself will not automatically revoke a previously submitted proxy. However, if you hold your shares through a broker, bank or nominee and have instructed your broker, bank or nominee how to vote your shares, you must follow directions received from the broker, bank or nominee in order to change your vote or to vote at the Special Meeting.

Q.Quorum and Required Vote

 There must be a quorum for the Special Meeting to be held. A quorum is the presence at the Special Meeting, in person or by proxy, of the holders of a majority of the shares of Common Stock issued and outstanding and entitled to vote at the Special Meeting on the Record Date. The presence of the holders of at least a majority of the outstanding shares of Common Stock is required to establish a quorum for the Special Meeting. Proxies that are voted “FOR,” “AGAINST” or “WITHHELD” with respect to a matter are treated as being present at the Special Meeting for purposes of establishing a quorum and also treated as shares “represented and voting” at the Special Meeting with respect to such matter. All votes will be tabulated by the inspector of elections appointed for the Special Meeting who will separately tabulate, for each Proposal, affirmative and negative votes, and abstentions.

60 Any abstentionsPresident and broker non-votes (if any) will be counted in determining whether a quorum is present at the Special Meeting.Chief Operating Officer

        Walter G. "Gil" Goodrich became Chairman of the Board in 2015 and served as Vice Chairman of our Board since 2003. He has served as our Chief Executive Officer since 1995. Mr. Goodrich was Goodrich Oil Company's Vice President of Exploration from 1985 to 1989 and its President from 1989 to 1995. He joined Goodrich Oil Company, which held interests in and served as operator of various properties owned by a predecessor of the Company, as an exploration geologist in 1980. He has served as a director since 1995. Mr. Goodrich's invaluable perspective as our top executive officer on the Board and his experience as a geologist and a businessman make him uniquely qualified to be a member of our Board.

Robert C. Turnham, Jr. has served as our Chief Operating Officer since 1995. He became President and Chief Operating Officer in 2003. He has held various positions in the oil and natural gas business since 1981. From 1981 to 1984, Mr. Turnham served as a financial analyst for Pennzoil. In 1984, he formed Turnham Interests, Inc. to pursue oil and natural gas investment opportunities. From 1993 to 1995, he was a partner in and served as President of Liberty Production Company, an oil and natural gas exploration and production company. He has served as a director since 2006. Mr. Turnham brings invaluable oil and gas operating experience to the Board. Additionally, he has held various executive management positions in the oil and natural gas business since 1981 and is able to assist the Board in creating and evaluating the Company's strategic plan. For these reasons, Mr. Turnham has been an invaluable member of our Board.


Class I Directors—Terms Expiring at the 2020 Annual Meeting

Name
AgePosition
Timothy D. Leuliette.  In addition, each of the Proposals has the following quorum requirements:

68 Proposal 1: In addition to the quorum requirements for the Special Meeting, the presence, in person or by proxy, of the following is required to constitute a quorum on Proposal 1: (i) holders of the record of the Series B Preferred Stock representing a majority of the outstanding Series B Preferred Stock and (ii) holders of record of the Common Stock representing a majority of the outstanding Common Stock.Director

Steven J. Pully Proposal 2: In addition to the quorum requirements for the Special Meeting, the presence, in person or by proxy, of the following is required to constitute a quorum on Proposal 2: (i) holders of the record of the Series C Preferred Stock representing a majority of the outstanding Series C Preferred Stock and (ii) holders of record of the Common Stock representing a majority of the outstanding Common Stock.

58 Proposal 3: In addition to the quorum requirements for the Special Meeting, the presence, in person or by proxy, of the following is required to constitute a quorum on Proposal 3: (i) holders of the record of the Series D Preferred Stock representing a majority of the outstanding Series D Preferred Stock and (ii) holders of record of the Common Stock representing a majority of the outstanding Common Stock.Director

        Timothy D. Leuliette served as the president, chief executive officer and a member of the board of directors of Visteon Corporation from September 2012 to June 2015. Upon assuming his role at Visteon, Mr. Leuliette left FINNEA Group, a firm he had co-founded and where he was a senior managing director. He left the FINNEA Group's predecessor firm to serve as chairman, president and chief executive officer of Dura Automotive LLC, for two years to oversee its emergence from bankruptcy, it's financial and operational restructuring and its successful sale. Prior to that, Mr. Leuliette was co-chief executive officer of Asahi Tec Corporation and chairman and chief executive officer of its subsidiary Metaldyne Corporation, a company he co-founded in 2000. Mr. Leuliette was formerly president and chief operating officer of Penske Corporation, president and chief executive officer of ITT Automotive Group and senior vice president of ITT Industries Inc. Before joining ITT, Mr. Leuliette served as president and chief executive officer of Siemens Automotive L.P and was a member of the Siemens Automotive managing board and a corporate vice president of Siemens AG. Mr. Leuliette has also served on numerous boards and recent directorships, including Visteon Corporation, Business Leaders of Michigan, and The Detroit Economic Club. He is a past chairman of the board of The Detroit Branch of The Federal Reserve Bank of Chicago. Mr. Leuliette holds a B.S. in mechanical engineering and a Master's Degree in business administration from the University of Michigan. He was appointed to the Company's Board of Directors in 2016. Mr. Leuliette has many years of experience serving in leadership roles of publicly traded companies. His invaluable perspective as an executive officer and his experiences as a businessman and director make him uniquely qualified to be a member of our Board.

Proposal 4: In addition to the quorum requirements for the Special Meeting, the presence, in person or by proxy, of the following is required to constitute a quorum on Proposal 4: (i) holders of the record of the Series E Preferred Stock representing a majority of the outstanding Series E Preferred Stock and (ii) holders of record of the Common Stock representing a majority of the outstanding Common Stock.

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        Steven J. Pully provides consulting and investment banking services for companies and investors focused on the oil and gas sector. From 2008 until 2014, Mr. Pully served as General Counsel and a Partner of the investment firm Carlson Capital, L.P. Mr. Pully was also previously a Senior Managing Director at Bear Stearns and a Managing Director at Bank of America Securities focused on energy investment banking. Mr. Pully is on three other public company boards, Bellatrix Exploration, Titan Energy and VAALCO Energy and has also served on numerous other boards of public and private companies in the oil and gas and other industries, including as a director of EPL Oil & Gas and Energy XXI within the past five years. Mr. Pully is a Chartered Financial Analyst, a Certified Public Accountant in the State of Texas and a member of the State Bar of Texas. Mr. Pully earned his undergraduate degree in Accounting from Georgetown University and is also a graduate of The University of Texas School of Law. He was appointed to the Company's Board in March 2017. Mr. Pully brings his many years of experience as a successful businessman as well as his experience serving on the board of numerous oil and gas companies, including other publicly traded companies. For these reasons, Mr. Pully has been an invaluable member of our Board.

As of the close of business on February 3, 2016, there were 76,914,375 shares of our Common Stock, 1,483,441 shares of our Series B Preferred Stock, 3,060,412 shares of our Series C Preferred Stock, 3,621,070 shares of our Series D Preferred Stock and 3,104,073 shares of our Series E Preferred Stock issued and outstanding and entitled to vote at the Special Meeting. Each holder of our Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock is entitled to that number of votes per share held as of the close of business on the Record Date with respect to Proposal 1, Proposal 2, Proposal 3 and Proposal 4, respectively.

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Q.What is a broker non-vote?

PROPOSAL NO. 2—RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED ACCOUNTING FIRM

        

A.Brokers are permitted to vote on discretionary items if they have not received instructions from the beneficial owners, but they are not permitted to vote (a “broker non-vote”) on non-discretionary items absent instructions from the beneficial owner. With respect to the Special Meeting, brokers are prohibited from exercising discretionary authority with respect to the approval of the Proposals. Therefore, if you hold your shares in “street name”, you must instruct your broker how to vote for each of the Proposals in order for your shares to be voted at the Special Meeting.

Q.How many votes are needed to approve each of the proposals?

A.Proposal 1: The affirmative vote of the holders of two-thirds of the shares of Series B Preferred Stock, voting separately as a class, is required to approve Proposal 1.

Proposal 2: The affirmative vote of the holders of two-thirds of the shares of Series C Preferred Stock, voting separately as a class, is required to approve Proposal 2.

Proposal 3: The affirmative vote of the holders of two-thirds of the shares of Series D Preferred Stock, voting separately as a class, is required to approve Proposal 3.

Proposal 4: The affirmative vote of the holders of two-thirds of the shares of Series E Preferred Stock, voting separately as a class, is required to approve Proposal 4.

In addition, each of the Proposals will also require the affirmative vote of a majority of the outstanding shares of Common Stock. Abstentions will have the same effect as a vote against the proposal.

Q.What do I need to do now?

A.We urge you to read this Proxy Statement carefully and to consider how approving each proposal affects you. Then mail your completed, dated and signed proxy card in the enclosed return envelope as soon as possible so that your shares can be voted at the Special Meeting. Holders of record may also vote by telephone or the Internet by following the instructions on the proxy card.

Q.What happens if I do not respond or if I respond and fail to indicate my voting preference or if I abstain from voting?

A.If you fail to sign, date and return your proxy card or fail to vote by telephone or Internet as provided on your proxy card, your shares will not be counted towards establishing a quorum for the Special Meeting, which requires holders representing a majority of the outstanding shares of our Common Stock to be present in person or by proxy.

If you respond and do not indicate your voting preference, we will count your proxy as a vote in favor of the approval of each of the Proposals. Abstentions will have the same effect as a vote against each of the Proposals.

Q.What will happen if the Proposals are not approved?

A.If the Proposals are not approved, the shares of Existing Preferred Stock that are not exchanged or otherwise converted will remain outstanding and be subject to the applicable Certificate of Designation, including being entitled to receive when, as and if declared by our board of directors, dividends. However, we have suspended payments of dividends on each series of our Existing Preferred Stock indefinitely and do not expect a change in the payment of dividends in the foreseeable future.

Moreover, if the Proposals are not approved, there is an increased risk that the proposed Unsecured Notes Exchange Offers may fail and the Company may have to seek relief under the U.S. Bankruptcy Code, as the Company will not have the ability to immediately convert all of the Existing Preferred Stock into Common Stock, which would jeopardize the success of our Recapitalization Plan.

Q.What will happen if the Authorized Shares Proposal is not approved by our common stockholders?

A.If the Authorized Shares Proposal is not approved, (i) the Exchange Offers will not be consummated and the Company may need to seek relief under the U.S. Bankruptcy Code, (ii) the number of shares of Common Stock that the Company is authorized to issue will remain at 150 million shares and (iii) the amendments to the Certificates of Designations of each series of Existing Preferred Stock will not be enacted, even if the applicable Proposal is approved by the requisite vote.

Q.Am I entitled to appraisal rights?

A.No. You will have no right under Delaware law to seek appraisal of your shares of our Common Stock in connection with the Proposals.

Q.Can I vote on other matters?

A.We do not expect any other matter to come before the meeting. If any other matter is presented at the Special Meeting, the signed proxy gives the individuals named as proxies authority to vote the shares on such matters at their discretion.

Q.Can I obtain an electronic copy of the proxy material?

A.Yes, this Proxy Statement, the accompanying notice of Special Meeting and the proxy card are available on the Internet athttp://www.proxydocs.com/GDP.

Q.What happens if the Special Meeting is adjourned or postponed?

A.Although it is not expected, the Special Meeting may be adjourned or postponed for the purpose of soliciting additional proxies. Any adjournment or postponement may be made without notice, other than by an announcement made at the Special Meeting, by approval of the holders of a majority of the outstanding shares of our Common Stock present in person or represented by proxy at the Special Meeting, whether or not a quorum exists. Any signed proxies received by the Company will be voted in favor of an adjournment or postponement in these circumstances. Any adjournment or postponement of the Special Meeting for the purpose of soliciting additional proxies will allow Company stockholders who have already sent in their proxies to revoke them at any time prior to their use.

Q.Who can help answer my other questions?

A.If you have more questions about the proposals or voting, you should contact Georgeson, Inc. who is assisting us with the proxy solicitation by calling toll free at 1-888-643-8150. If your shares are held in an account at a broker, dealer, commercial bank, trust company or other nominee, you should also call such broker or other nominee for additional information.

Although stockholder approval is not required for the appointment of Moss Adams LLP, the Board and the Audit Committee have determined that it is desirable as a good corporate governance practice. Ratification requires the affirmative vote of a majority of the shares entitled to vote and represented in person or by proxy at the Annual Meeting. If our stockholders do not ratify the appointment, the Audit Committee may reconsider the appointment. However, even if the appointment is ratified, the Audit Committee, in its discretion, may select different independent auditors if it subsequently determines that such a change would be in the best interest of us and our stockholders. A representative of Ernst & YoungMoss Adams LLP is expected to be present at the SpecialAnnual Meeting and will have an opportunity to make a statement if such representative desires to do so and will be available to respond to appropriate questions from stockholders at the SpecialAnnual Meeting.

Q.
Who is soliciting my proxy?

A.The Board is sending you this Proxy Statement in connection with the solicitation of proxies for use at the Special Meeting. Certain directors, officers and employees of the Company may also solicit proxies on our behalf by mail, phone, fax or in person. All of the expenses involved in preparing, assembling and mailing this Proxy Statement and the material enclosed herewith will be paid by the Company. We have retained Georgeson, Inc. to assist in the solicitation of proxies for a fee of approximately $9,000 plus reimbursement for out-of-pocket expenses.

BACKGROUND FOR OUR PROPOSALSRecommendation of the Board

OUR BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
THE RATIFICATION OF THE SELECTION OF MOSS ADAMS LLP FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2018


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PROPOSAL NO. 3—ADVISORY VOTE ON EXECUTIVE COMPENSATION

        The Board recognizes that executive compensation is an important matter for our stockholders. The Compensation Committee is tasked with the implementation of our executive compensation philosophy, and the core of that philosophy has been and continues to be to pay our executive officers based on our performance. In particular, the Compensation Committee strives to attract, retain and motivate exceptional executives, to reward past performance measured against established goals and provide incentives for future performance, and to align executives' long-term interests with the interests of our stockholders. To do so, the Compensation Committee uses a combination of short- and long-term incentive compensation to reward near-term excellent performance and to encourage executives' commitment to our long-range, strategic business goals.

Stockholder Advisory Vote on Executive Compensation

        At our 2017 annual meeting of stockholders, holders of 97% of the shares entitled to vote on the matter voted in favor of the compensation of the named executive officers as described in our 2017 proxy statement. The Compensation Committee believes that the level of support received from our stockholders indicates that they consider our compensation philosophy and our executive compensation policies to be effective and aligned with their interests.

        As you consider this Proposal No. 3, we urge you to read this proxy statement for additional details on executive compensation, including tabular disclosures regarding named executive officer compensation together with the accompanying narrative disclosures in the "Executive Compensation" section of this proxy statement.

Summary of 2017 Executive Compensation

        As an advisory vote, Proposal No. 3 is not binding on the Board or the Compensation Committee, will not overrule any decisions made by the Board or the Compensation Committee, and will not require the Board or the Compensation Committee to take any action. Although the vote is non-binding, the Board and the Compensation Committee value the opinions of our stockholders, and will carefully consider the outcome of the vote when making future compensation decisions for executive officers.

        This vote is required pursuant to Schedule 14A of the Securities Exchange Act of 1934, as amended (the "Exchange Act.").

We are asking stockholders to vote "FOR" the following resolution:

        "RESOLVED, that the stockholders approve, on an independent oil and natural gas company engagedadvisory basis, the compensation of the named executive officers as disclosed in this Proxy Statement for Goodrich Petroleum Corporation's 2018 Annual Meeting of Stockholders pursuant to the exploration, development and productioncompensation disclosure rules of oil and natural gas properties primarily in (i) Southwest Mississippi and Southeast Louisiana, which includes the Tuscaloosa Marine Shale Trend, (ii) Northwest Louisiana and East Texas, which includes the Haynesville Shale Trend and (iii) South Texas, which includes the Eagle Ford Shale Trend.

Our immediate capital resources to develop our properties come from cash on hand, operating cash flows and borrowings from our Second Amended and Restated Credit Agreement (including all amendments, the “Senior Credit Facility”). Beginning in the second half of 2014, commodity prices, particularly crude oil, began to decline sharply. The decline became precipitous late in the fourth quarter of 2014 and continued throughout 2015. As discussed below, the significant magnitude of this price decline has materially and adversely impacted our results of operations and led to substantial changes in our operating and drilling programs. As a result, we have focused on managing our balance sheet to reduce leverage and preserve liquidity during the current low commodity price environment.

Entering 2016, the market environment has worsened, as commodity prices have further declined. Our situation has been exacerbated by the roll off of our hedging arrangements. As a result, our cash flow from operations has further declined and our stock price declined significantly and, on January 13, 2016, the New York Stock Exchange (the “NYSE”) formally commenced delisting procedures for our Common Stock due to our abnormally low trading price. On January 21, 2016, the NYSE filed a Form 25 with the Securities and Exchange Commission, including the Summary Compensation Table for 2017 and the other related tables and disclosure required by Item 402 of Regulation S-K."


Recommendation of the Board

OUR BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
APPROVAL OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS, AS DISCLOSED
IN THIS PROXY STATEMENT.


Table of Contents


PROPOSAL NO. 4—APPROVAL OF THE THIRD AMENDMENT TO LTIP TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK OF THE COMPANY AUTHORIZED FOR ISSUANCE THEREUNDER

        At the Annual Meeting, stockholders will be asked to approve the Third Amendment to our 2016 Long-Term Incentive Plan (the “SEC”"LTIP"), notifying our removal from listing.

On January 7, 2016,which increases the borrowing basenumber of shares of common stock available under the Senior Credit Facility was reducedLTIP by 1,500,000 shares (from 3,500,000 shares to $47 million from $75 million, thus further limiting our liquidity. While we are currently5,000,000 shares). The increase in compliance with our existing debt arrangements, absent an improvement in commodity prices or a reduction in our indebtedness and cash interest expense, we may not be able to make our March 2016 interest payments and, in such event, would likely need to seek reliefthe number of shares available under the U.S. Bankruptcy Code. In such an event, we expectLTIP is the only change to the LTIP that the holdersThird Amendment would implement. As explained in greater detail below, our Board of our Existing Unsecured Notes, shares of Existing Preferred Stock and shares of our Common Stock would receive little or no consideration.

Since December 31, 2015, representatives of our Company have met with numerous stakeholders concerning our Company and we have devised the Recapitalization Plan in an attempt to restructure our balance sheet and increase the Company’s liquidity to withstand low commodity prices, for a period of time.

The Board has considered the Recapitalization Plan as well as various alternatives, including not engaging in any restructuring transaction. At the directionDirectors believes approval of the Board, management of the Company solicited, initiated and participated in discussions with, and facilitated proposals from, potential parties to any alternativeThird Amendment to the Recapitalization Plan. The Board reviewed and evaluated the terms of the Recapitalization Plan and any alternatives, and evaluated whether the Recapitalization Plan or any alternative wouldLTIP is in the best interests of all stakeholders, including the holders of Common Stock and the holders of each series of Existing Preferred Stock, in their capacity as such.

Analysis of the Recapitalization Plan

Effects of the Recapitalization Plan on the Company’s Capital Structure and Capital Stock.

The following table depicts the pro forma impact the Recapitalization Plan would have on our outstanding debt (dollars in thousands) as of January 20, 2016:

   Principal   Pro Forma for
the
Recapitalization
Plan Assuming
Minimum
Conditions Met(1)		   Pro Forma for the
Recapitalization
Plan Assuming Full
Exchange
Participation		 

Senior Credit Facility

  $27,000    $27,000    $27,000  

8.0% Second Lien Senior Secured Notes due 2018

  $100,000    $100,000    $100,000  

8.875% Second Lien Senior Secured Notes due 2019

  $75,000    $75,000    $75,000  

8.875% Senior Notes due 2019

  $116,828    $5,841    $0  

3.25% Convertible Senior Notes due 2026

  $429    $21    $0  

5.00% Convertible Senior Notes due 2029

  $6,692    $335    $0  

5.00% Convertible Senior Notes due 2032

  $94,160    $4,708    $0  

5.00% Convertible Exchange Senior Notes due 2032

  $6,117    $306    $0  
  

 

 

   

 

 

   

 

 

 

Total Debt

  $426,226    $213,211    $202,000  
  

 

 

   

 

 

   

 

 

 

(1)The table assumes a minimum exchange of 95% of the aggregate principal amount of all the Existing Unsecured Notes for shares of Common Stock based on the aggregate principal amount of all the Existing Unsecured Notes outstanding as of December 31, 2015. Any principal amounts converted into Common Stock pursuant to the terms of the Existing Unsecured Notes on or after January 1, 2016 up to the closing of the Unsecured Notes Exchange Offers will be included for purposes of determining whether the minimum conditions for the Unsecured Notes Exchange Offers have been satisfied. Further, while this table assumes for ease of presentation that 95% of each series of Existing Unsecured Notes is exchanged, the minimum conditions for the Unsecured Notes Exchange Offers will be satisfied if 95% of the aggregate principal amount of all of the Existing Unsecured Notes is exchanged, even if less than 95% of one series of Existing Unsecured Notes is exchanged.

The following table depicts the pro forma impact the Recapitalization Plan would have on our Existing Preferred Stock (dollars in thousands) as of January 20, 2016:

   Liquidation
Preference		   Pro Forma for
the
Recapitalization
Plan Assuming
Minimum
Conditions Met(1)		   Pro Forma for the
Recapitalization
Plan Assuming  Full
Exchange
Participation		 

Series B Preferred Stock

  $74,172    $37,086    $0  

Series C Preferred Stock

  $76,510    $38,255    $0  

Series D Preferred Stock

  $90,527    $45,264    $0  

Series E Preferred Stock

  $32,262    $16,131    $0  
  

 

 

   

 

 

   

 

 

 

Total

  $273,471    $136,736    $0  
  

 

 

   

 

 

   

 

 

 

(1)The table assumes a minimum exchange of a majority of each series of Existing Preferred Stock for shares of Common Stock based on the aggregate outstanding shares of Existing Preferred Stock as of December 31, 2015. Any shares of Existing Preferred Stock converted into Common Stock pursuant to the terms of the Certificate of Designation of each respective series of Existing Preferred Stock on or after January 1, 2016 up to the closing of the Preferred Exchange Offers will be included for purposes of determining whether the minimum conditions for the Preferred Exchange Offers have been satisfied. Further, while this table assumes for ease of presentation that a majority of each series of Existing Preferred Stock is exchanged, the minimum conditions for the Preferred Exchange Offers will be satisfied if a majority of the outstanding shares of all of the Existing Preferred Stock is exchanged, even if less than a majority of the shares of one series of Existing Preferred Stock is exchanged.

The following table depicts the pro forma impact of the Recapitalization Plan on the ownership of our Common Stock (in thousands) as of January 20, 2016:

   

 

   

 

  Pro Forma for the
Recapitalization Plan
Assuming Minimum
Conditions Met		  Pro Forma for the
Recapitalization Plan
Assuming Full
Exchange
Participation		 
   No. of
Shares		   Percentage
of
Common		  No. of
Shares		   Percentage
of
Common		  No. of
Shares		   Percentage
of
Common		 

Existing Common Stockholders (Fully Diluted)(1)

   90,402     100.0%   90,402     28.03%   90,402     25.0% 

Holders of Existing Unsecured Notes

   —     —    175,200     54.32%   184,421     51.00% 

Holders of Existing Preferred Stock

   —     —    29,832     9.25%   59,665     16.50% 

Management(2)

   —     —    27,121     8.40%   27,121     7.50% 
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total

   90,402     100.0%   322,555     100.0%   361,609     100.0% 
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

(1)This includes 76,303,625 basic shares outstanding, 3,214,663 shares reserved under the 2006 Long-Term Incentive Plan and shares underlying 10,884,000 warrants to purchase Common Stock. Does not include 43,344,330 shares reserved for issuance under our convertible Existing Unsecured Notes and our convertible Existing Preferred Stock.
(2)This includes the number of additional shares expected to be authorized for issuance under the 2006 Long-Term Incentive Plan if the Exchange Offers are consummated.

The Board of Directors has considered the effects the Recapitalization Plan would likely have on our capital structure and the holders of the Company’s Common Stock and each series of Existing Preferred Stock, respectively, including:

the reduction in debt and preferred liquidation preference versus substantial dilution to the Company’s outstanding Common Stock expected to result from the Recapitalization Plan;

the reduction of the Company’s fixed dividend obligations and the increase in the percentage of our capitalization that is Common Stock;

the simplification of the Company’s capital structure and the elimination of the market overhang caused by the outstanding Existing Preferred Stock and the liquidation preferences of the Existing Preferred Stock;

expected improvements in institutional investor interest in the Company’s Common Stock following the Recapitalization Plan due to an improved balance sheet;

the increased ability of the Company to address its near-term liquidity needs, including the material reduction of cash interest expense on the Company’s secured debt obligations and the increased likelihood of attracting new capital due to a significantly improved balance sheet.

Financial Impact of the Recapitalization Plan.The Board of Directors considered the likely impact of the Recapitalization Plan on our future results of operations, including:

The elimination of annual cash interest expense of between $28.9 million (assuming the minimum conditions to the Unsecured Notes Exchange Offers and Second Lien Exchange Offers are met) and $30.4 million (assuming full participation in the Unsecured Notes Exchanges and Second Lien Exchange Offers) thereby preserving liquidity in the near-term.;

The elimination of fixed dividend obligations of between $11.8 million (assuming the minimum conditions to the Preferred Exchanges are met) and $23.7 million (assuming full participation in the Preferred Exchanges) due to the exchange and cancellation of Existing Preferred Stock in the Preferred Exchanges.

Terms of the Preferred Stock and Related Matters.The Board considered the terms of the outstanding Existing Preferred Stock, including that:

the outstanding Existing Preferred Stock has liquidation and dividend rights senior to the liquidation and dividend rights of the Company’s Common Stock;

the total liquidation preference of the outstanding Existing Preferred Stock is approximately $273,471,330 as of January 20, 2016, which would have to be paid to the holders of the Existing Preferred Stock before the holders of the Company’s Common Stock would receive anything in a liquidation or sale of the Company;

the outstanding shares of the Series B Preferred Stock may only be converted by the Company if the price of the Company’s Common Stock equals or exceeds 130% of the current conversion price of $31.36 per share of Common Stock for at least twenty (20) trading days in a period of thirty (30) consecutive trading days;

the outstanding shares of the Series C Preferred Stock may not be converted at the option of the Company and advisable in order to ensure that we have an adequate number of shares available under the LTIP for our compensation programs.

Background and Purpose of the Proposal

        At the 2017 Annual Meeting the stockholders approved a second amendment to the LTIP to increase the number of shares of common stock available under the LTIP by 1,500,000 (from 2,000,000 to 3,500,000 shares). Following that amendment, the Company, in December 2017, upon consultation with its compensation consultant, Longnecker & Associates, introduced performance shares into its long-term equity-based incentives. The shares granted from the LTIP in December 2017 were 50% time-vesting shares, with employee shares ratably vesting over three years and director shares vesting in one year, and 50% performance shares which will cliff vest, if at all, on the third anniversary date of the grant, or potentially sooner in the event of a change in control. As more fully described in Long-Term Equity-Based Incentives—Performance Shares, the number of performance shares that will actually vest can range from 0% to 250% of the performance shares granted based upon the Company's total stockholder return measured against the performance of the Russell 2000 Energy Index over a three-year measurement period.

        In total, 865,363 shares were granted in December 2017, with 462,684 of those shares being time-vesting shares and 402,679 of those shares being performance shares. As the performance shares which could vest range from 0% to 250%, or no shares up to 1,006,698 shares, the Company needs to reserve 1,469,382 shares from the LTIP, comprising 462,684 of the time-vesting shares plus 1,006,698 of the performance shares, to avoid potentially granting more shares than are available for issuance under a maximum performance award.

        If the Third Amendment is approved by our stockholders, we will permanently reduce the number of shares available under the LTIP by the difference between 1,006,698 shares and the number of performance shares granted in December 2017 that actually vest to ensure our stockholders are not redeemable byapproving excess shares that could artificially extend the term of the LTIP to the extent the performance shares actually granted are less than the performance shares reserved for a maximum potential award.

        The LTIP is intended to promote the interests of the Company prior to April 10, 2018 absentby providing a change of control (as such term is definedmeans by which directors, officers, and employees may acquire or increase their equity interest in the CertificateCompany and may develop a sense of Designations ofproprietorship and personal involvement in the Series C Preferred Stock);

the outstanding shares of the Series D Preferred Stock may not be converted at the optiondevelopment and financial success of the Company, and are not redeemable byto encourage them to remain with and devote their best efforts to the business of the Company, prior to August 19, 2018 absent a change of control (as such term is defined inthereby advancing the Certificate of Designations of the Series D Preferred Stock);

the outstanding shares of the Series E Preferred Stock may only be converted by the Company if the price of the Company’s Common Stock equals or exceeds 150% of the current conversion price of $2.00 per share of Common Stock for at least twenty (20) trading days in a period of thirty (30) consecutive trading days and outstanding shares of the Series E Preferred Stock are not redeemable by the Company prior to April 10, 2018;

the holders of the Series B Preferred Stock and Series E Preferred Stock have the ability, in their sole discretion, to convert shares of their Series B Preferred Stock and Series E Preferred Stock, respectively into shares of the Company’s Common Stock; and

none of the Existing Preferred Stock is mandatorily convertible.

Alternatives to the Recapitalization Plan.The Board considered possible alternatives to the Recapitalization Plan and the consequences of such alternatives, including seeking relief under the U.S. Bankruptcy Code, in which case we expect that the holders of the Existing Unsecured Notes, the Company’s Common Stock and the Existing Preferred Stock would likely receive little or no consideration for their securities.

Consequences if the Company is Unable to Consummate the Recapitalization Plan:The Board considered the likely impact on the Company if the Company is unable to consummate the Recapitalization Plan or fails to obtain the approval of the Authorized Shares Proposal, including:

the Company is unlikely to be able to address its near-term and longer-term liquidity needs, including making the March 2016 interest payments to service the Company’s secured and unsecured debt obligations; and

it is likely that the Company will be required to seek relief under the Bankruptcy Code, in which case the Company expects that the holders Existing Unsecured Notes, the Company’s Common Stock and the Existing Preferred Stock would likely receive little or no consideration for their securities.

View of Management.  The Board of Directors considered the effects that the Recapitalization Plan is expected to have on our Company, and management’s view is that in addition to the simplification of the Company’s capital structure and other expected benefits, the substantial debt reduction contemplated by the Recapitalization Plan is critical to the Company’s continuing viability. If we are unable to complete the Recapitalization Plan, including the Exchange Offers, and address our near-term liquidity needs, we may not be able to make our interest payments on our Existing Unsecured Notes and our Second Lien Notes beginning in March 2016, in case it is likely that time we would seek relief under the U.S. Bankruptcy Code. This relief may include: (i) seeking bankruptcy court approval for the sale or sales of some, most or substantially all of our assets pursuant to section 363(b) of the U.S. Bankruptcy Code and a subsequent liquidation of the remaining assets in the bankruptcy case; (ii) pursuing a plan of reorganization (where votes for the plan may be solicited from certain classes of creditors prior to a bankruptcy filing) that we would seek to confirm (or “cram down”) despite any classes of creditors who reject or are deemed to have rejected such plan; or (iii) seeking another form of bankruptcy relief, all of which involve uncertainties, potential delays and litigation risks.

Consequences if the Company Completes the Proposed Recapitalization Plan.  The Board considered management’s view that, based on our current plans, management believes that the Company will be able to continue operations approximately through 2016, giving us more opportunity to take advantage of any future recovery in oil and natural gas prices. The Board also considered the scenario if oil and natural gas prices do not recover or if we are not able to execute our current plan for operations through 2016. In that case, the Board considered that we may need to seek relief under the U.S. Bankruptcy Code notwithstanding the completion of the Exchange Offers, in which case we expect that the holders of the Company’s Common Stock and any Existing Unsecured Notes or Existing Preferred Stock that remain outstanding after the Exchange Offers would likely receive little or no consideration for their securities.

Having considered all of the above factors, the Board of Directors determined that the Recapitalization Plan is in the best interests of the holders of the Company’s Common Stock and the Existing Preferred Stock in their capacity as such and are critical to the Company’s continuing viability. The foregoing discussion of the information and factors considered by the Board of Directors is not intended to be exhaustive and may not include all of the information and factors considered by the Board of Directors. The Board of Directors, in making its determination regarding the Recapitalization Plan, did not find it useful to and did not quantify or assign any relative or specific weights to the various factors that it considered. Rather, the Board of Directors views its determination and recommendation as being based on an overall analysis and on the totality of the information presented to and factors considered by it. In addition, in considering the factors described above, individual members of the Board of Directors may have given differing weights to different factors, and may have viewed some factors relatively more positively or negatively than others.

Recommendation of the Board of Directors

The Board of Directors determined that the Recapitalization Plan is in the best interests of the Company and its stockholders. Accordingly,The LTIP is also intended to enhance the Boardability of Directors determined to (1) approve the Recapitalization Plan, including the Proposals, (2) submit the Proposals to the Company’s stockholders and (3) recommend that the Company’s stockholders adopt the Proposals.

In making such determinations, the Board of Directors considered the following factors:

the substantial dilution to the Company’s outstanding Common Stock expected to result from the Recapitalization Plan was determined to be better for all stakeholders than seeking protection from the U.S. Bankruptcy Code;

the Proposals would allow the Company to proceed withattract and retain the Recapitalization Planservices of individuals who are essential for the growth and thereby preserve cash flowprofitability of the Company.

        We believe that approval of the Third Amendment is necessary in order to give us the flexibility to make stock-based awards and liquidity for an additional period of time;

other awards permitted under the likelihood of recovery of oil and natural gas prices andLTIP over the timing thereof;

the Recapitalization Plan would simplify the Company’s capital structure and eliminate the overhang creatednext year in amounts determined appropriate by the Existing Preferred Stock;

Committee; however, this is simply an estimate used to determine the Recapitalization Plan would make it easier for investors to understand and follow the Company, and more accurately value the Company’s Common Stock;

the process followed by the Company in recommending the Recapitalization Plan included a Boardnumber of Directors comprised of a majority independent and disinterested directors;

the critical nature of the Recapitalization Planadditional common shares requested pursuant to the Company’s continuing viability;Third Amendment and future


Table of Contents

circumstances may require a change to expected equity grant practices. These circumstances include but are not limited to the future price of our common stock, award levels and amounts provided by our competitors and our hiring activity. The closing market price of our common stock as of April 6, 2018 was $11.19 per share, as reported on the NYSE American.

Consequences of Failing to Approve the Proposal

        

the likelihoodFailure of our stockholders to approve this Proposal 4 will mean that the Company could avoid seeking protectionwe will not be able to grant equity awards under the U.S. Bankruptcy Code in the eventLTIP; therefore, we may be unable to provide compensation that the Recapitalizationis commensurate with our competitors.

Equity Compensation Plan is completed; andInformation

        

the views of the Company’s advisorsThe following table sets forth certain information with respect to the Recapitalization Plan.

The foregoing discussion of the information and factors considered by the Board is not intended to be exhaustive and may not include all of the information and factors considered by the Board. The Board, in making its determination regarding the Recapitalization Plan, including the Proposals, did not find it useful to, and did not quantify or assign any relative or specific weights to the various factors that it considered. Rather, the Board relied on its advisors and views its determinations as being based on an overall analysis and on the totality of the information presented to and factors considered by it (including specifically the recommendations of the Board). In addition, in considering the factors described above, individual members of the Board may have given differing weights to different factors, and may have viewed some factors relatively more positively or negatively than others.

UPDATE TO FINANCIAL AND RESERVE INFORMATION

Production

The Company has not finalized its fourth quarter numbers, but currently estimates that production totaled approximately 475,829 barrels of oil equivalent (“Boe”), or an average of 5,172 Boe per day, for the three months ended December 31, 2015, compared to 1,047,603 Boe, or an average of 11,387 Boe per day, in the prior year period. Estimated oil production totaled 191,593 barrels of oil (“Bbls”) in the three months ended December 31, 2015 (40% of total production), or an average of approximately 2,083 Bbls per day, versus 530,815 Bbls (51% of total production), or an average of approximately 5,770 Bbls per day, in the prior year period. Estimated natural gas production for the three months ended December 31, 2015 was 1.7 billion cubic feet (“Bcf”) in the three months ended December 31, 2015, or an average of approximately 18,537 thousand cubic feet (“Mcf”) per day, versus 3.1 Bcf, or an average of 33,704 Mcf per day, in the prior year period.

Estimated oil production totaled 1,328,387 Bbls for the year ended December 31, 2015 (50% of total production), or an average of approximately 3,639 Bbls per day, versus 1,691,808 Bbls (40% of total production), or an average of approximately 4,635 Bbls per day, for the year ended December 31, 2014. Estimated natural gas production totaled 8.0 Bcf for the year ended December 31, 2015, or an average of approximately 21,875 Mcf per day, versus 15.0 Bcf, or an average of 41,042 Mcf per day, for the year ended December 31, 2014.

Reserves

The Company has not finalized its year-end proved reserves but currently estimatesour equity compensation plans as of December 31, 2015, proved reserves totaled 55 billion cubic feet equivalent (“Bcfe”), with future net undiscounted cash flow of $95 million and present value of the future net cash flow before income taxes discounted at 10% (“PV-10”) of $70 million. Proved developed oil reserves declined by approximately 23 million Bbls or 86% from December 31, 2014, which included the removal of all proved undeveloped reserves primarily due to low commodity prices. Year-end 2015 reserves are expected to be comprised of 42% oil and 58% natural gas. The SEC pricing for the year-end 2015 report was $50.28 per barrel of oil, $2.58 per Million British Thermal Units for natural gas. Proved reserves from the Tuscaloosa Marine Shale decreased by 15 million Boe (93 Bcfe) and $328 million of PV-10 compared to the reserves ending December 31, 2014 due primarily to the removal of proved undeveloped reserves due to low oil prices, and now comprises 42% of the Company’s total reserves and 79% of the Company’s total PV-10.

Impairment

As a result of the sustained depression in oil and natural gas prices, we expect to record a non-cash impairment charge for the three months ended December 31, 2015. The amount of the impairment charge is expected to be material and related to a decline in estimated proved reserves for certain of our oil and natural gas producing properties.

For a more complete description of the risks related to impairments, see “Risk Factors – We may incur substantial impairment writedowns.”

PROPOSAL NO. 1 – APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF DESIGNATION OF THE SERIES B PREFERRED STOCK (PROPOSAL 1)

Our Board recommends the approval of Proposal 1, which relates to an amendment to the Certificate of Designation of the Series B Preferred Stock. The proposed amendment will include a Company conversion option under which the Company shall have the option for 90 days following completion of our offer to exchange any and all shares of our outstanding Series B Preferred Stock for newly issued shares of our Common Stock (the “Series B Exchange Offer”) to cause all of the outstanding shares of Series B Preferred Stock to be automatically converted into that number of shares of the Company’s Common Stock that are issuable at the conversion rate of 8.899 shares of Common Stock per $50.00 liquidation preference, which is equivalent to a conversion price of approximately $5.62 per share of Common Stock. The amendment will also include certain provisions related to the conversion procedures and the adjustment of the conversion rate under certain circumstances.

The higher exchange ratio applicable to the Series B Preferred Stock reflects the higher liquidation preference for the Series B Preferred Stock relative to the lower liquidation preference of the Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock.

The form of the amendment to the Certificate of Designation of the Series B Preferred Stock relating to this Proposal 1 is attached to this Proxy Statement as Appendix A.

Series B Preferred Stock

As of the date of this Proxy Statement, we had 1,483,441 shares issued and outstanding of our Series B Preferred Stock. The liquidation preference is $50.00 per share of Series B Preferred Stock, plus accumulated and unpaid dividends. Dividends are payable quarterly in arrears beginning March 15, 2006. If we fail to pay dividends on our Series B Preferred Stock on any six dividend payment dates, whether or not consecutive, the dividend rate per annum will be increased by 1.0% until we have paid all dividends on our Series B Preferred Stock for all dividend periods up to and including the dividend payment date on which the accumulated and unpaid dividends are paid in full.

Each share is convertible at the option of the holder into our Common Stock at any time at an initial conversion rate of 1.5946 shares of Common Stock per share, which is equivalent to an initial conversion price of approximately $31.36 per share of Common Stock. Upon conversion of the Series B Preferred Stock, we may choose to deliver the conversion value to holders in cash, shares of Common Stock, or a combination of cash and shares of Common Stock.

If a fundamental change occurs, holders may require us in specified circumstances to repurchase all or part of the Series B Preferred Stock. In addition, upon the occurrence of a fundamental change or specified corporate events, we will under certain circumstances increase the conversion rate by a number of additional shares of Common Stock. A “fundamental change” will be deemed to have occurred if any of the following occurs:

April 2, 2018.

We consolidate or merge with or into any person or convey, transfer, sell or otherwise dispose of or lease all or substantially all of our assets to any person, or any person consolidates with or merges into us or with us, in any such event pursuant to a transaction in which our outstanding voting shares are changed into or exchanged for cash, securities, or other property; or

We are liquidated or dissolved or adopt a plan of liquidation or dissolution.

Plan Category
 Number of
securities to be
issued upon
vesting of
outstanding
phantom restricted
stock and
performance shares		 Weighted
average
exercise
price		 Number of securities
available for future
issuance under equity
compensation plans
(excluding securities
reflected in
first column)		 

Equity compensation plans approved by security holders:

          

Goodrich Petroleum Corporation 2016 Long-Term Incentive Plan, as amended

  1,983,205(1) n/a(2) 0 

A “fundamental change” will not be deemed to have occurred if at least 90% of the consideration in the case of a merger or consolidation under the first clause above consists of Common Stock traded on a U.S. national securities exchange and the Series B Preferred Stock becomes convertible solely into such Common Stock.

As of December 21, 2010, we have the option to cause the Series B Preferred Stock to be automatically converted into

(1)
Represents the number of underlying shares of Common Stock that are issuable atcommon stock associated with outstanding phantom restricted stock and performance shares under the then-prevailing conversion rate, pursuant to a conversion option in favor ofGoodrich Petroleum Corporation 2016 Long-Term Incentive Plan, as amended (the "LTIP"). The value assumes 250% payout for the Company. We may exercise our conversion right only if, for

20 trading days within any period of 30 consecutive trading days ending on the trading day before the announcement of our exercise of the option, the closing price of the Common Stock equals or exceeds 130% of the then-prevailing conversion price of the Series B Preferred Stock. The Series B Preferred Stock is non-redeemable by us. There have been no redemptions or conversions in any periods.

Purpose and Effect of Approving the Amendment to the Certificate of Designation of the Series B Preferred Stock under Proposal 1

The primary purpose of amending the Certificate of Designation of the Series B Preferred Stock is to give the Company the flexibility to convert the outstanding shares of the Series B Preferred Stock into shares of the Company’s Common Stock upon approval of a majority of the shares of Common Stock and 66.67% of the votes entitled to be cast by the holders of the Series B Preferred Stock. Providing the Company with the ability to automatically convert the Series B Preferred Stock into the Company’s Common Stock will enable the Company to conserve cash by reducing its fixed dividend obligations and will increase the percentage of our capitalization that is Common Stock. It will also increase the likelihood of success of the Unsecured Notes Exchange Offers, as holders of the Existing Unsecured Notes are expected to be more willing to convert into Common Stock if all of the Series B Preferred Stock is converted into Common Stock as well. Upon conversion, any holders of our Series B Preferred Stock will forego any dividends currently in arrears. Currently, holders of our Series B Preferred Stock are entitled to receive cash dividend payments of 5.375% per annum if declared by the Board, which the Board does not currently expect to declare in the future.

If Proposal 1 is approved, and the Company’s stockholders approve the Authorized Shares Proposal, we will file an amendment to the Certificate of Designation of the Series B Preferred Stock with the Office of the Secretary of State of the State of Delaware with respect to Proposal 1. If the Company chooses to exercise its conversion option by converting all of the outstanding shares of Series B Preferred into shares of the Company’s Common Stock, the Series B Preferred Stock will no longer be outstanding.

The form of the amendment to our Certificate of Designation of the Series B Preferred Stock with respect to Proposal 1 is attached to this Proxy Statement as Appendix A.

Consequences If Proposal 1 Is Not Approved

We intend to commence an offer to exchange all of our outstanding shares of Series B Preferred Stock for shares of the Company’s Common Stock. If Proposal 1 is not approved, the Company intends to proceed with the Series B Exchange Offer and any Series B Preferred Stock not tendered in the Series B Exchange Offer will remain outstanding.

Board Discretion

If Proposal 1 is approved, we intend to file a certificate of amendment to the Certificate of Designation of the Series B Preferred Stock with the Office of the Secretary of State of the State of Delaware with respect to Proposal 1. Such certificate will become effective upon filing. Our Board reserves the right, notwithstanding stockholder approval of any Proposal and without further action by our stockholders, to elect not to proceed with filing the amendment to the Certificate of Designation of the Series B Preferred Stock if, at any time prior to filing the amendment to the Certificate of Designation of the Series B Preferred Stock, our Board of Directors, in its sole discretion, determines that it is no longer in our best interests or the best interests of our stockholders.

Vote Required for Proposal 1

The affirmative vote of the holders of (i) a majority of the outstanding shares of Common Stock and (ii) two-thirds of the Series B Preferred Stock, voting separately as a class, is required to approve Proposal 1.

Recommendation

Our Board recommends a vote “FOR” Proposal 1.

PROPOSAL NO. 2 – APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF DESIGNATIONS OF THE SERIES C PREFERRED STOCK (PROPOSAL 2)

Our Board recommends the approval of Proposal 2, which relates to an amendment to the Certificate of Designations of the Series C Preferred Stock. The proposed amendment will include a Company conversion option under which the Company shall have the option for 90 days following completion of our offer to exchange any and all shares of our outstanding Series C Preferred Stock for newly issued shares of our Common Stock (the “Series C Exchange Offer”) to cause all of the outstanding depositary shares of Series C Preferred Stock to be automatically converted into that number of shares of the Company’s Common Stock that are issuable at the conversion rate of 4.449 shares of Common Stock per $25.00 liquidation preference, which is equivalent to a conversion price of approximately $5.62 per share of Common Stock. The amendment will also include certain provisions related to the conversion procedures and the adjustment of the conversion rate under certain circumstances.

The form of the amendment to the Certificate of Designations of the Series C Preferred Stock relating to this Proposal 2 is attached to this Proxy Statement as Appendix B.

Series C Preferred Stock

As of the date of this Proxy Statement, we had 3,060,412 depositary shares issued and outstanding each representing a 1/1000th ownership interest in a share of our Series C Preferred Stock. The liquidation preference is $25,000 per share ($25.00 per depositary share) of Series C Preferred Stock, plus accumulated and unpaid dividends.

The Series C Preferred Stock ranks senior to our Common Stock and on parity with our Series B Preferred Stock and our Series D Preferred Stock with respect to the payment of dividends and distribution of assets upon liquidation, dissolution or winding up. The Series C Preferred Stock has no stated maturity and is not subject to mandatory redemption or any sinking fund and will remain outstanding indefinitely unless repurchased or redeemed by us or converted into our Common Stock in connection with certain changes of control.

At any time on or after April 10, 2018, we may, at our option, redeem the Series C Preferred Stock, in whole at any time or in part from time to time, for cash at a redemption price of $25,000 per preferred share, plus all accumulated and unpaid dividends to, but not including, the date of redemption. We may redeem the Series C Preferred Stock following certain changes of control, if we do not exercise this option, then the holders of the Series C Preferred Stock have the option to convert the shares of Series C Preferred Stock into up to 3,371.54 shares of our Common Stock per share of Series C Preferred Stock, subject to certain adjustments. If we exercise any of our redemption rights relating to shares of Series C Preferred Stock, the holders of Series C Preferred Stock will not have the conversion right describedperformance shares.

(2)
See note (1) above with respect to phantom restricted stock and performance shares granted under the LTIP. The weighted-average exercise price does not take into account the shares issuable upon the vesting of Series C Preferred Stock calledthese awards since they have no exercise price.

SeeAnnex 1 for redemption.

Holdersa description of the Series C Preferred Stock have no voting rights except for limited voting rights if we failLTIP.

    New Plan Benefits

        The benefits that will be granted or paid under the LTIP are the awards to pay dividends for six or more quarterly periods (whether or not consecutive)be made in the future under the LTIP and in certain other limited circumstances or as required by law.

Purpose and Effect of Approvingso cannot currently be determined. Awards granted under the Amendment toLTIP are within the Certificate of Designationsdiscretion of the Series C Preferred Stock under Proposal 2Committee, and the Committee has not determined future awards or who might receive them.

The primary purpose of amending the Certificate of Designations
Recommendation of the Series C Preferred Stock is to give the Company the flexibility to convert the outstanding shares of the Series C Preferred Stock into shares of the Company’s Common Stock upon approval of a majority of the shares of Common Stock and 66.67% of the votes entitled to be cast by the holders of the Series C Preferred Stock. Providing the Company with the ability to automatically convert the Series C Preferred Stock into the Company’s Common Stock will enable the Company to conserve cash by reducing its fixed dividend obligations and will increase the percentage of our capitalization that is Common Stock. It will also increase the likelihood of success of the Unsecured Notes Exchange Offers, as

holders of the Existing Unsecured Notes are expected to be more willing to convert into Common Stock if all of the Series C Preferred Stock is converted into Common Stock as well. Upon conversion, any holders of our Series C Preferred Stock will forego any dividends currently in arrears. Currently, holders of our Series C Preferred Stock are entitled to receive cash dividend payments of 10.00% per annum if declared by the Board which the Board does not currently expect to declare in the future.

If Proposal 2 is approved, and the Company’s stockholders approve the Authorized Shares Proposal, we will file an amendment to the Certificate of Designations of the Series C Preferred Stock with the Office of the Secretary of State of the State of Delaware with respect to Proposal 2. If the Company chooses to exercise its conversion option by converting all of the outstanding shares of Series C Preferred into shares of the Company’s Common Stock, the Series C Preferred Stock will no longer be outstanding.

The form of the amendment to our Certificate of Designations of the Series C Preferred Stock with respect to Proposal 2 is attached to this Proxy Statement as Appendix B.

Consequences If Proposal 2 Is Not Approved

We intend to commence an offer to exchange all of our outstanding shares of Series C Preferred Stock for shares of the Company’s Common Stock. If Proposal 2 is not approved, the Company intends to proceed with the Series C Exchange Offer and any Series C Preferred Stock not tendered in the Series C Exchange Offer will remain outstanding.

Board Discretion

If Proposal 2 is approved, we intend to file a certificate of amendment to the Certificate of Designations of the Series C Preferred Stock with the Office of the Secretary of State of the State of Delaware with respect to Proposal 2. Such certificate will become effective upon filing. Our Board reserves the right, notwithstanding stockholder approval of any Proposal and without further action by our stockholders, to elect not to proceed with filing the amendment to the Certificate of Designations of the Series C Preferred Stock if, at any time prior to filing the amendment to the Certificate of Designations of the Series C Preferred Stock, our Board of Directors, in its sole discretion, determines that it is no longer in our best interests or the best interests of our stockholders.

Vote Required for Proposal 2

The affirmative vote of the holders of (i) a majority of the outstanding shares of Common Stock and (ii)  two-thirds of the Series C Preferred Stock, voting separately as a class, is required to approve Proposal 2.

Recommendation

Our Board recommends a vote “FOR” Proposal 2.

PROPOSAL NO. 3 – APPROVAL OF AN OUR BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE THIRD AMENDMENT TO THE CERTIFICATE OF DESIGNATIONS OF THE SERIES D PREFERRED STOCK (PROPOSAL 3)GOODRICH PETROLEUM CORPORATION 2016 LONG-TERM INCENTIVE PLAN


Our Board recommends the approvalTable of Proposal 3, which relates to an amendment to the Certificate of Designations of the Series D Preferred Stock. The proposed amendment will include a Company conversion option under which the Company shall have the option for 90 days following completion of our offer to exchange any and all shares of our outstanding Series D Preferred Stock for newly issued shares of our Common Stock (the “Series D Exchange Offer”) to cause all of the outstanding depositary shares of Series D Preferred Stock to be automatically converted into that number of shares of the Company’s Common Stock that are issuable at the conversion rate of 4.449 shares of Common Stock per $25.00 liquidation preference, which is equivalent to a conversion price of approximately $5.62 per share of Common Stock. The amendment will also include certain provisions related to the conversion procedures and the adjustment of the conversion rate under certain circumstances.

The form of the amendment to the Certificate of Designations of the Series D Preferred Stock relating to this Proposal 3 is attached to this Proxy Statement as Appendix C.

Series D Preferred StockContents

As of the date of this Proxy Statement, we had 3,621,070 depositary shares issued and outstanding each representing a 1/1000
th ownership interest in a share of our Series D Preferred Stock. The liquidation preference is $25,000 per share ($25.00 per depositary share) of Series D Preferred Stock, plus accumulated and unpaid dividends.

The Series D Preferred Stock ranks senior to our Common Stock and on parity with our Series B Preferred Stock and our Series C Preferred Stock with respect to the payment of dividends and distribution of assets upon liquidation, dissolution or winding up. The Series D Preferred Stock has no stated maturity and is not subject to mandatory redemption or any sinking fund and will remain outstanding indefinitely unless repurchased or redeemed by us or converted into our Common Stock in connection with certain changes of control.

At any time on or after August 19, 2018, we may, at our option, redeem the Series D Preferred Stock, in whole at any time or in part from time to time, for cash at a redemption price of $25,000 per preferred share, plus all accumulated and unpaid dividends to, but not including, the date of redemption. We may redeem the Series D Preferred Stock following certain changes of control, if we do not exercise this option, then the holders of the Series D Preferred Stock have the option to convert the shares of preferred stock into up to 2,297.79 shares of our Common Stock per share of Series D Preferred Stock, subject to certain adjustments. If we exercise any of our redemption rights relating to shares of Series D Preferred Stock, the holders of Series D Preferred Stock will not have the conversion right described above with respect to the shares of Series D Preferred Stock called for redemption.

Holders of the Series D Preferred Stock have no voting rights except for limited voting rights if we fail to pay dividends for six or more quarterly periods (whether or not consecutive) and in certain other limited circumstances or as required by law.

Purpose and Effect of Approving the Amendment to the Certificate of Designations of the Series D Preferred Stock under Proposal 3

The primary purpose of amending the Certificate of Designations of the Series D Preferred Stock is to give the Company the flexibility to convert the outstanding shares of the Series D Preferred Stock into shares of the Company’s Common Stock upon approval of a majority of the shares of Common Stock and 66.67% of the votes entitled to be cast by the holders of the Series D Preferred Stock. Providing the Company with the ability to automatically convert the Series D Preferred Stock into the Company’s Common Stock will enable the Company to conserve cash by reducing its fixed dividend obligations and will increase the percentage of our capitalization that is Common Stock. It will also increase the likelihood of success of the Unsecured Notes Exchange Offers, as

holders of the Existing Unsecured Notes are expected to be more willing to convert into Common Stock if all of the Series D Preferred Stock is converted into Common Stock as well. Upon conversion, any holders of our Series D Preferred Stock will forego any dividends currently in arrears. Currently, holders of our Series D Preferred Stock are entitled to receive cash dividend payments of 9.75% per annum if declared by the Board, which the Board does not currently expect to declare in the future.

If Proposal 3 is approved, and the Company’s stockholders approve the Authorized Shares Proposal, we will file an amendment to the Certificate of Designations of the Series D Preferred Stock with the Office of the Secretary of State of the State of Delaware with respect to Proposal 3. If the Company chooses to exercise its conversion option by converting all of the outstanding shares of Series D Preferred into shares of the Company’s Common Stock, the Series D Preferred Stock will no longer be outstanding.

The form of the amendment to our Certificate of Designations of the Series D Preferred Stock with respect to Proposal 3 is attached to this Proxy Statement as Appendix C.

Consequences If Proposal 3 Is Not Approved

We intend to commence an offer to exchange all of our outstanding shares of Series D Preferred Stock for shares of the Company’s Common Stock. If Proposal 3 is not approved, the Company will proceed with the Series D Exchange Offer and any Series D Preferred Stock not tendered in the Series D Exchange Offer will remain outstanding.

Board Discretion

If Proposal 3 is approved, we intend to file a certificate of amendment to the Certificate of Designations of the Series D Preferred Stock with the Office of the Secretary of State of the State of Delaware with respect to Proposal 3. Such certificate will become effective upon filing. Our Board reserves the right, notwithstanding stockholder approval of any Proposal and without further action by our stockholders, to elect not to proceed with filing the amendment to the Certificate of Designations of the Series D Preferred Stock if, at any time prior to filing the amendment to the Certificate of Designations of the Series D Preferred Stock, our Board of Directors, in its sole discretion, determines that it is no longer in our best interests or the best interests of our stockholders.

Vote Required for Proposal 3

The affirmative vote of the holders of (i) a majority of the outstanding shares of Common Stock and (ii) two-thirds of the Series D Preferred Stock, voting separately as a class, is required to approve Proposal 3.

RecommendationSTOCK OWNERSHIP MATTERS

Our Board recommends a vote “FOR” Proposal 3.

PROPOSAL NO. 4 – APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF DESIGNATION OF THE SERIES E PREFERRED STOCK (PROPOSAL 4)

Our Board recommends the approval of Proposal 4, which relates to an amendment of the Certificate of Designation of the Series E Preferred Stock. The proposed amendment will include a Company conversion option under which the Company shall have the option for 90 days following the termination of our offer to exchange any and all shares of our outstanding Series E Preferred Stock for newly issued shares of our Common Stock (the “Series E Exchange Offer”) to cause all of the outstanding shares of Series E Preferred Stock to be automatically converted into that number of shares of the Company’s Common Stock that are issuable at the conversion rate of 5.188 shares of Common Stock per $10.00 liquidation preference, which is equivalent to a conversion price of approximately $1.93 per share of Common Stock. The amendment will also include certain provisions related to the conversion procedures and the adjustment of the conversion rate under certain circumstances.

The higher exchange ratio applicable to the Series E Preferred Stock relative to the Series C Preferred Stock and Series D Preferred Stock reflects the original liquidation preferences of the Series B Preferred Stock, Series C Preferred Stock and Series D Preferred stock tendered at a discount in exchange for the Series E Preferred Stock on December 18, 2015.

The form of the amendment to the Certificate of Designation of the Series E Preferred Stock relating to this Proposal 4 is attached to this Proxy Statement as Appendix D.

Series E Preferred Stock

As of the date of this Proxy Statement, we had 3,104,073 depositary shares issued and outstanding each representing a 1/1000th ownership interest in a share of our Series E Preferred Stock. The liquidation preference is $10,000 per share ($10.00 per depositary share) of Series E Preferred Stock, plus accumulated and unpaid dividends. Dividends are payable quarterly in arrears beginning March 15, 2016. If we fail to pay dividends on our Series E Preferred Stock on any six dividend payment dates, whether or not consecutive, the dividend rate per annum will be increased by 1.0% until we have paid all dividends on our Series E Preferred Stock for all dividend periods up to and including the dividend payment date on which the accumulated and unpaid dividends are paid in full.

Each share is convertible at the option of the holder into our Common Stock at any time at an initial conversion rate of 5.0 shares of Common Stock per $10.00 liquidation preference, which is equivalent to an initial conversion price of approximately $2.00 per share of Common Stock. Upon conversion of the Series E Preferred Stock, we may choose to deliver the conversion value to holders in cash, shares of Common Stock, or a combination of cash and shares of Common Stock.

If a fundamental change occurs, holders may require us in specified circumstances to repurchase all or part of the Series E Preferred Stock. In addition, upon the occurrence of a fundamental change or specified corporate events, we will under certain circumstances increase the conversion rate by a number of additional shares of Common Stock. A “fundamental change” will be deemed to have occurred if any of the following occurs:

We consolidate or merge with or into any person or convey, transfer, sell or otherwise dispose of or lease all or substantially all of our assets to any person, or any person consolidates with or merges into us or with us, in any such event pursuant to a transaction in which our outstanding voting shares are changed into or exchanged for cash, securities, or other property; or

We are liquidated or dissolved or adopt a plan of liquidation or dissolution.

A “fundamental change” will not be deemed to have occurred if at least 90% of the consideration in the case of a merger or consolidation under the first clause above consists of Common Stock traded on a U.S. national securities exchange and the Series E Preferred Stock becomes convertible solely into such Common Stock.

We have the option to cause the Series B Preferred Stock to be automatically converted into the number of shares of Common Stock that are issuable at the then-prevailing conversion rate, pursuant to a conversion option in favor of the Company. We may exercise our conversion right only if, for 20 trading days within any period of 30 consecutive trading days ending on the trading day before the announcement of our exercise of the option, the closing price of the Common Stock equals or exceeds 150% of the then-prevailing conversion price of the Series E Preferred Stock.

At any time on or after April 10, 2018, we may, at our option, redeem the Series E Preferred Stock, in whole at any time or in part from time to time, for cash at a redemption price of $10,000 per preferred share, plus all accumulated and unpaid dividends to, but not including, the date of redemption. If we exercise our redemption rights relating to shares of Series E Preferred Stock, the holders of Series E Preferred Stock will not have the conversion right described above with respect to the shares of Series E Preferred Stock called for redemption.

Purpose and Effect of Approving the Amendment to the Certificate of Designation of the Series E Preferred Stock under Proposal 4

The primary purpose of amending the Certificate of Designation of the Series E Preferred Stock is to give the Company the flexibility to convert the outstanding shares of the Series E Preferred Stock into shares of the Company’s Common Stock upon approval of a majority of the shares of Common Stock and 66.67% of the votes entitled to be cast by the holders of the Series E Preferred Stock. Providing the Company with the ability to automatically convert the Series E Preferred Stock into the Company’s Common Stock will enable the Company to conserve cash by reducing its fixed dividend obligations and will increase the percentage of our capitalization that is Common Stock. It will also increase the likelihood of success of the Unsecured Notes Exchange Offers, as holders of the Existing Unsecured Notes are expected to be more willing to convert into Common Stock if all of the Series E Preferred Stock is converted into Common Stock as well. Upon conversion, any holders of our Series E Preferred Stock will forego any dividends currently in arrears. Currently, holders of our Series E Preferred Stock are entitled to receive cash dividend payments of 10.00% per annum if declared by the Company’s, which the Board does not currently expect to declare in the future.

If Proposal 4 is approved, and the Company’s stockholders approve the Authorized Shares Proposal, we will file an amendment to the Certificate of Designation of the Series E Preferred Stock with the Office of the Secretary of State of the State of Delaware with respect to Proposal 4. If the Company chooses to exercise its conversion option by converting all of the outstanding shares of Series E Preferred into shares of the Company’s Common Stock, the Series E Preferred Stock will no longer be outstanding.

The form of the amendment to our Certificate of Designation of the Series E Preferred Stock with respect to Proposal 4 is attached to this Proxy Statement as Appendix D.

Consequences If Proposal 4 Is Not Approved

We intend to commence an offer to exchange all of our outstanding shares of Series E Preferred Stock for shares of the Company’s Common Stock. If Proposal 4 is not approved, the Company intends to proceed with the Series E Exchange Offer and any Series E Preferred Stock not tendered in the Series E Exchange Offer will remain outstanding.

Board Discretion

If Proposal 4 is approved, we intend to file a certificate of amendment to the Certificate of Designation of the Series E Preferred Stock with the Office of the Secretary of State of the State of Delaware with respect to Proposal 4. Such certificate will become effective upon filing. Our Board reserves the right, notwithstanding stockholder approval of any Proposal and without further action by our stockholders, to elect not to proceed with filing the amendment to the Certificate of Designation of the Series E Preferred Stock if, at any time prior to filing the amendment to the Certificate of Designation of the Series E Preferred Stock, our Board of Directors, in its sole discretion, determines that it is no longer in our best interests or the best interests of our stockholders.

Vote Required for Proposal 4

The affirmative vote of the holders of (i) a majority of the outstanding shares of Common Stock and (ii) two-thirds of the Series E Preferred Stock, voting separately as a class, is required to approve Proposal 4.

Recommendation

Our Board recommends a vote “FOR” Proposal 4.

STOCK OWNERSHIP MATTERS

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”"Exchange Act") requires our directors and officers, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership on Form 3 and changes in ownership on Forms 4 and 5 with the SEC. Such officers, directors and 10% stockholders are also required to furnish us with copies of all Section 16(a) reports that they file.

To our knowledge, based solely on review of copies of such reports furnished to us and written representations, that no other reports were required, all of our officers, directors and 10% stockholders complied with applicable reporting requirements of Section 16(a), with the exception of the reports on Form 4 for Walter G. Goodrich, Robert C. Turnham, Jr., Mark E. Ferchau and Michael J. Killelea in connection with the grant of phantom stock on March 10, 2015, which were not filed until March 19, 2015..

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth as of February 5, 2016April 2, 2018 (except as otherwise noted) certain information with respect to the amount of our Common Stockcommon stock beneficially owned (as defined by the SEC’sSEC's rules and regulations) by:

    •
    each person known to beneficially own more than 5% or more of the outstanding shares of the Company’s Common Stock;

our common stock;

•
each of our named executive officers;



•
each of our directors;directors and

nominees; and

•
all current executive officers and directors as a group.

Title of Class

 

Name and Address of Beneficial Owner(1)

 

      Amount and Nature of      
       Beneficial Ownership      

     Percent of    
Class(2)		 

Common Stock

 

Josiah T. Austin

 316,642  *  

Common Stock

 

Walter G. Goodrich(3)

 890,577  1.2  

Common Stock

 

Robert C. Turnham, Jr.(4)

 582,153  *  

Common Stock

 

Mark E. Ferchau

 236,229  *  

Common Stock

 

Arthur A. Seeligson

 106,257  *  

Common Stock

 

Michael J. Killelea

 145,878  *  

Common Stock

 

Gene Washington

 75,511  *  

Common Stock

 

Michael J. Perdue(5)

 100,000  *  

Common Stock

 

Stephen M. Straty

 66,667  *  

Common Stock

 

Directors and Executive Officers as a Group (9 persons)

 2,519,914  3.3  

Series E Convertible Preferred Stock

 

Josiah T. Austin

 13,912  *  

Series E Convertible Preferred Stock

 

Walter G. Goodrich

 8,000  *  

Series E Convertible Preferred Stock

 

Robert C. Turnham, Jr.

 11,600  *  

Series E Convertible Preferred Stock

 

Gene Washington

 2,650  *  

Series E Convertible Preferred Stock

 

Directors and Executive Officers as a Group

 36,162  1.2  

*Less than 1%

(1)
Title of Class
 Name and Address of Beneficial Owner(1) Amount and Nature of
Beneficial Ownership		 Percent of
Class(2)		 

Common Stock

 Walter G. Goodrich  430,491  3.7 

Common Stock

 Robert C. Turnham, Jr.  430,511  3.7 

Common Stock

 Mark E. Ferchau  141,762  1.2 

Common Stock

 Michael J. Killelea  111,119  1.0 

Common Stock

 Robert T. Barker  13,309  * 

Common Stock

 Ronald C. Coleman  33,140  * 

Common Stock

 K. Adam Leight  16,640  * 

Common Stock

 Timothy D. Leuliette  14,140  * 

Common Stock

 Steven J. Pully  6,170  * 

Common Stock

 Thomas M. Souers  14,140  * 

Common Stock

 Directors and Executive Officers as a Group (10 Persons)  1,211,422  10.5 

Common Stock

 Franklin Advisers, Inc.(3)  2,735,459(4) 22.8(4)

Common Stock

 GEN IV Investment Opportunities(5)  1,768,991  15.3 

Common Stock

 Anchorage Capital Group, L.L.C.(6)  1,567,744  13.6 

Common Stock

 JP Morgan Chase & Co(7)  1,079,074(8) 9.0(8)

Common Stock

 Raffles Associates, L.P.(9)  587,743  5.1 
*
Less than 1%

(1)
Unless otherwise indicated, the address of each beneficial owner is c/o Goodrich Petroleum Corporation, 801 Louisiana, Suite 700, Houston, Texas 77002 and each beneficial owner has sole voting and dispositive power over such shares.

(2)
Based on total shares outstanding of 11,562,127 as of April 2, 2018.

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(3)
Pursuant to the Form 4 filed with the Securities and Exchange Commission on March 20, 2018, Franklin Advisers' Inc., a wholly owned subsidiary of Franklin Resources, Inc. ("FRI"), has sole voting and sole dispositive power with respect to the reported shares. Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal Stockholders") each own in excess of 10% of FRI's outstanding common stock and are the principal stockholders of FRI. FRI and the Principal Stockholders 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. The address of the reporting persons is One Franklin Parkway San Mateo, CA 94403.

(4)
Includes 410,157 shares of common stock issuable on conversion of debt securities (as computed under Rule 13d-3(d)(1)(i) of the Exchange Act).

(5)
Pursuant to the Form 4 filed with the Securities and Exchange Commission on March 22, 2018, GEN IV Investment Opportunities, LLC, LSP Generation IV, LLC and LSP Investment Advisors, LLC have shared voting and shared dispositive power with respect to the reported shares. The address of the reporting persons is 1700 Broadway, 35th Floor, New York, NY 10019.

(6)
Pursuant to the Schedule 13G/A filed with the Securities and Exchange Commission on February 14, 2018, the reported shares include the following securities: 758,716 shares held for the account of Anchorage Illiquid Opportunities V, L.P ("AIO V"). and 809,028 shares held for the account of AIO V AIV 1 Holdings, L.P. ("AIV 1"). Anchorage Capital Group, L.L.C. ("Capital Group") is the investment manager to each of AIO V and AIV 1 and, in such capacity, exercises voting and investment power over the shares held for the accounts of AIO V and AIV 1. Anchorage Advisors Management, L.L.C. ("Management") is the sole managing member of Capital Group. Kevin M. Ulrich is the Chief Executive Officer of Capital Group and the senior managing member of Management. The address of the reporting persons is c/o Anchorage Capital Group, L.L.C., 610 Broadway, 6th Floor, New York, NY 10012.

(7)
Pursuant to the Schedule 13G/A filed with the Securities and Exchange Commission on January 5, 2018, JPMorgan Chase & Co. has sole voting and sole dispositive power with respect to the reported shares. JPMorgan Chase & Co.'s address is 270 Park Avenue, New York, NY 10017.

(8)
Includes 470,033 shares of common stock issuable on conversion of debt securities (as computed under Rule 13d-3(d)(1)(i) of the Exchange Act).

(9)
Pursuant to the Schedule 13G filed with the Securities and Exchange Commission on February 8, 2018, Raffles Associates, L.P. has sole voting and sole dispositive power with respect to the reported shares. Raffles Associates LP's address is One Penn Plaza, Suite 1628, New York, NY 10119.

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INFORMATION ABOUT OUR EXECUTIVE OFFICERS

        The following table sets forth the names, ages and titles of our current executive officers.

Name
AgePosition
Walter G. Goodrich59Chairman and Chief Executive Officer, Director
Robert C. Turnham, Jr. 60President and Chief Operating Officer, Director
Mark E. Ferchau64Executive Vice President
Michael J. Killelea55Executive Vice President, General Counsel and Corporate Secretary
Robert T. Barker67Vice President, Controller and Chief Financial Officer

Walter G. Goodrich's biographical information may be found under "Proposal No. 1—Election of Directors".

Robert C. Turnham, Jr.'s biographical information may be found under "Proposal No. 1—Election of Directors".

Mark E. Ferchau became Executive Vice President of the Company in 2004. He had previously served as the Company's Senior Vice President, Engineering and Operations, after initially joining the Company as a Vice President in 2001. Mr. Ferchau previously served as Production Manager for Forcenergy Inc. from 1997 to 2001 and as Vice President, Engineering of Convest Energy Corporation from 1993 to 1997. Prior thereto, Mr. Ferchau held various positions with Wagner & Brown, Ltd. and other independent oil and gas companies.

Michael J. Killelea joined the Company as Senior Vice President, General Counsel and Corporate Secretary in 2009. He was named Executive Vice President in December 2016. Mr. Killelea has 30 years of experience in the energy industry. In 2008, he served as interim-Vice President, General Counsel and Corporate Secretary for Maxus Energy Corporation. Prior to that time, Mr. Killelea was Senior Vice President, General Counsel and Corporate Secretary of Pogo Producing Company from 2000 through 2007. Mr. Killelea held various positions within the law department at CMS Energy Corporation from 1988 to 2000, including Chief Counsel at CMS Oil & Gas Company from 1995 to 2000.

Robert T. Barker joined the Company in 2007 as Manager, Financial Reporting and has held various positions within the Accounting Department with increasing responsibility, most recently as Vice President, Controller and Principal Accounting Officer. He was named Interim Chief Financial Officer in April 2016 and named Chief Financial Officer in January 2017. Mr. Barker has over 30 years of experience in the energy industry. Prior to joining the Company, Mr. Barker was Controller for Cygnus Oil and Gas Corporation.


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EXECUTIVE COMPENSATION

        We are currently considered a "smaller reporting company" for purposes of the SEC's executive compensation and other disclosure rules. In accordance with such rules, we are required to provide a Summary Compensation Table and an Outstanding Equity Awards at Fiscal Year End Table, as well as limited narrative disclosures. Further, our reporting obligations extend only to the individuals serving as our chief executive officer and our two next most highly compensated executive officers. We refer to the aforementioned individuals throughout this discussion as the "Named Executive Officers" and their names, titles and positions are as follows:

Name
Title and Position
Walter G. GoodrichChairman and Chief Executive Officer
Robert C. Turnham, Jr. President and Chief Operating Officer
Mark E. FerchauExecutive Vice President

Summary Compensation

        The following table summarizes, with respect to our Named Executive Officers, information relating to the compensation earned for services rendered in all capacities:


Summary Compensation for Year Ended December 31, 2016 and 2017

Name and Principal Position
 Year Salary Bonus(1) Stock
Awards(2)(3)(4)		 Non-Equity
Incentive Plan
Compensation		 All Other
Compensation(5)		 Total 
 
  
 ($)
 ($)
 ($)
 ($)
 ($)
 ($)
 

Walter G. Goodrich

  2017  462,500  —  2,959,751  208,979  —  3,631,230 

Chairman and Chief Executive Officer

  2016  433,375  48,281  3,616,038  —  5,758  4,103,452 

Robert C. Turnham, Jr. 

  
2017		  
462,500		     
2,959,751		  
208,979		  
—		  
3,631,230		 

President and Chief Operating Officer

  2016  411,142  45,563  3,616,038  —  5,760  4,078,503 

Mark E. Ferchau

  
2017		  
380,000		  
—		  
1,143,364		  
109,888		  
—		  
1,633,252		 

Executive Vice President

  2016  323,000  23,750  1,487,301  —  5,320  1,839,371 
(1)
Amounts include payments under the Company's employee retention program.

(2)
For 2016, the amounts reflect the aggregate amount of shares issued as exit awards upon emergence from bankruptcy in October 2016, as well as shares issued in December 2016 under the LTIP.

(3)
For 2017, the amounts include shares issued under the Company's annual incentive bonus plan.

(4)
The amounts included in the "Stock Awards" column reflect the grant date fair value of the awards under Financial Accounting Standards Board's Accounting Standards Codification Topic 718, assuming the completion of the service-based vesting conditions to which such awards are subject. The performance shares use the grant date value determined using a Monte Carlo method with respect to the target amount of awards granted. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. These amounts reflect the Company's accounting expense for these awards, and do not correspond to the actual value that will be recognized by our Named Executive Officers. Assumptions used in the calculation of these amounts are included in Note 2 to our audited financial statements for the fiscal year ended December 31, 2016 and 2017 included in our Annual Report on Form 10-K.

(5)
The amounts included in the "All Other Compensation" column represent Company matching contributions to the Named Executive Officer's 401(k) savings plan account. No Named Executive Officer received any perquisites or personal benefits in 2016 or 2017.

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Narrative Disclosure to Summary Compensation Table

        The following is a discussion of material factors necessary to an understanding of the information disclosed in the Summary Compensation Table.

Non-Equity Incentive Plan Compensation.

        Incentive bonuses, considered for payment annually, ensure that our executive officers focus on the achievement of near-term goals that are approved by the Board. Bonuses may be earned if the Company achieves its objectives in key performance metrics and executes on strategic achievements as discussed below. Bonus targets as a percentage of base salary have historically been set near the median for similar positions.

        Bonus targets as a percentage of base salary for 2017 were set at 125% for the CEO and President, 80% for the Executive Vice Presidents, and 60% for the Chief Financial Officer. The total amounts received under our incentive bonus plan are composed of both quantitative performance metrics (with potential bonus payout ranging from zero to 160%, with a target bonus payout of 80% of the overall target bonus) and qualitative subjective evaluation (with potential bonus payout ranging from zero to 40%, with a target bonus payout of 20% of the overall target bonus).

        The bonuses awarded for the Company's 2017 performance are reflected in the Summary Compensation Table under "Non-Equity Incentive Plan Compensation."

        Quantitative Performance Metrics.    The Compensation Committee selected the following performance metrics as the relevant financial targets, which the Compensation Committee viewed as consistent with the Company's 2017 business plan: (1) production growth with a target of 50%, (2) finding and development costs with a target of $1.15/Mcfe, (3) lease operating expenses (excluding workovers) with a target of $0.80 per Mcfe, (4) cash general and administrative expenses with a target of $9.5 million, and (5) EBITDA with a target of $25 million. The relative weighting target percentages of the five performance metrics were: production growth—25%; finding & development costs—20%; lease operating expenses—5%; cash general & administrative expenses—5%; and EBITDA—25% for a total of 80% of the total target bonus amount.

        Actual Company performance for 2017 was as follows: (1) production growth of 44.4%, (2) finding and development costs of $0.892 per Mcfe, (3) lease operating expenses (excluding workovers) of $0.72 per Mcfe, (4) cash general and administrative expenses of $8.58 million, and (5) EBITDA of $19.162 million. In general, the Company's performance was at or above the targeted goal for finding and development costs, lease operating expenses, and cash general and administrative expenses, and below the threshold goal for Production Growth and EBITDA. Accordingly, the Compensation Committee approved bonus payouts for the executives at 78.5% of the total target bonus amount for the components tied to quantitative performance metrics.

        Qualitative Subjective Evaluation.    In considering the appropriate discretionary award, the Compensation Committee assessed the impact the decision to delay certain completion activities had on the 2017 performance metrics. Given the overall performance of the Company in 2017, and the cost and efficiency considerations which resulted in delaying these completion activities, the Compensation Committee decided to increase the discretionary award under the incentive bonus from the target of 20% to 25%.


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        The following reflects the calculation of the actual incentive bonus payout amount:

​ ​​ ​​ ​​​​ ​​ ​​ ​​ ​ ​​ ​​ ​ ​​
 
  
  
 Financial
Objective Target
  
 2017 Company
Performance
  
 Target Percentage
of Base Salary
  
 Actual Percentage of
Base Salary Payout
  
​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ ​ ​​ ​​ ​ ​​

 

 

Oil Production Growth

   50%   44.4%    25%   21.5% 
​ ​​ ​​ ​​ ​​​​ ​​ ​​ ​ ​​ ​​ ​ ​​

 

 

Oil Finding & Development Costs

   $1.15/Mcfe   $0.892/Mcfe    20%   40.0% 
​​​ ​​ ​​ ​​ ​​​​ ​​ ​​​ ​​ ​​​

 

 

Lease Operating Expenses

   $0.80/Mcfe   $0.72/Mcfe    5%   7.0% 
​ ​​ ​​ ​​ ​​​​ ​​ ​​ ​ ​​ ​​ ​ ​​

 

 

General & Administrative Expenses (cash)

   $9.5 million   $8.58 million    5%   10.0% 
​​​ ​​ ​​ ​​ ​​​​ ​​ ​​​ ​​ ​​​

 

 

EBITDA

   $25 million   $19.162 million    25%   0.0% 
​ ​​ ​​ ​​ ​​​​ ​​ ​​ ​ ​​ ​​ ​ ​​

 

 

Discretionary

            20%   25.0% 
​​​ ​​ ​​ ​​ ​​​​ ​​ ​​​ ​​ ​​​

 

 

Total:

            100%   103.5% 
​ ​​ ​​ ​​ ​​​​ ​​ ​​ ​ ​​ ​​ ​ ​​

        The bonuses awarded for the Company's 2017 performance are reflected in the Summary Compensation Table under the "Non-Equity Incentive Plan Compensation" column.

Long-Term Incentive Plan.

    Restricted Phantom Stock.

        The restricted phantom stock awards vest in one-third increments on each anniversary of the grant date and will vest earlier upon the grantee's termination of employment due to his death or disability. In addition, the restricted phantom stock will vest on a change in control of the Company (see the "Potential Payments Upon Termination or Change in Control" section below for definitions). Payment of vested restricted phantom stock may be made in cash, shares of our common stock or any combination thereof, as determined by the Committee in its discretion. Any payment to be made in cash will be based on the fair market value of a share of common stock on the payment date.

    Performance Stock Units.

        Based on the 2017 target awards, in December 2017, the following number of performance stock units representing a contingent right to receive one share of common stock were awarded to the Named Executive Officers at the time of grant: Mr. Goodrich—102,364; Mr. Turnham—102,364; Mr. Ferchau—37,380. Performance shares will vest and be earned over a three-year period based on the Company's total stockholder return versus the Russell 2000 Energy Index.

        Relative TSR.    The actual number of performance shares that our executives may earn, can range from zero to 250% of target, based on the Company's total stockholder return (TSR) relative to the Russell 2000 Energy Index at the end of a three-year performance period. The actual number of


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performance shares that may be earned at various levels of relative TSR was approved by the Compensation Committee and is based on the following structure:

GDP Performance Versus
Russell 2000 Energy Index		 Percent of
Target Payment		 If Negative 3-year
Stock Price
60% 250% 125%
50% 225% 112%
40% 200% 100%
30% 175% 88%
20% 150% 75%
10% 125% 63%
0% 100% 50%
–7.5% 75% 0%
–15% 50% 0%
<-15% 0 0%

        Salary in Proportion to Total Compensation.    We believe that a significant portion of each Named Executive Officer's compensation should be in the form of equity awards. The percentage of each Named Executive Officer's total compensation that was paid and awarded for 2017 in the form of base salary was approximately 13% for each of Messrs. Goodrich and Turnham and approximately 23% for Mr. Ferchau.


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Outstanding Equity Awards Value at Fiscal Year-End Table

        The following table provides information concerning unexercised options, stock that has not vested, and equity incentive plan awards for our Named Executive Officers that were outstanding on December 31, 2017.


Outstanding Equity Awards as of December 31, 2017

 
 Stock Awards 
Name
 Number of Shares or
Units of Stock That
Have Not Vested		 Market Value of
Shares or Units of
Stock That Have Not
Vested(1)		 

Walter G. Goodrich

  61,142(2) 667,059 

  40,760(3) 444,692 

  68,275(4) 744,880 

  116,516(5) 1,271,190 

  102,365(6) 1,116,802 

  102,364(7) 1,116,791 

       

Robert C. Turnham, Jr. 

  61,142(2) 667,059 

  40,760(3) 444,692 

  68,275(4) 744,880 

  116,516(5) 1,271,190 

  102,365(6) 1,116,802 

  102,364(7) 1,116,791 

       

Mark E. Ferchau

  18,342(2) 200,111 

  12,230(3) 133,429 

  20,482(4) 223,459 

  57,316(5) 625,318 

  37,380(6) 407,816 

  37,380(7) 407,816 
(1)
The market value reported was calculated utilizing our closing stock price on December 29, 2017, the last trading day of the fiscal year, which was $10.91.

(2)
These restricted stock units were granted pursuant to the LTIP. The restriction will lapse when the notes held by the secondary lienholders to the Company outstanding as of October 12, 2016 have been exchanged for equity.

(3)
These restricted stock units were granted pursuant to the LTIP. The restriction will lapse upon the exercise of the UCC warrants outstanding as October 12, 2016. The UCC warrants are currently exercisable at a common stock price of $16.53 per share.

(4)
These restricted stock units were granted pursuant to the LTIP. The restricted stock units vest in one-half increments on each of October 12, 2018, and 2019.

(5)
Restricted phantom stock vests in one-half increments on each of December 8, 2018 and 2019.

(6)
Restricted phantom stock vests in one-third increments on each of December 14, 2018, 2019, and 2020.

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(7)
Each performance share unit represents a contingent right to receive one share of common stock. The number of performance share units that will vest on December 14, 2020, or potentially sooner in the event of a change in control, can range from 0% to 250% of the units granted based upon the issuer's total stockholder return measured against an industry peer group over a three-year period. The target number of performance units is reported in the table above.

Additional Narrative Disclosure

Other Benefits

        In addition to base pay, annual incentive bonuses, long-term equity-based incentives and severance benefits, we provide the following forms of compensation:

    •
    401(k) Savings Plan.  We have a defined contribution profit sharing 401(k) plan designed to assist our eligible officers and employees in providing for their retirement. We have a plan that allows us to match the contributions of our employees to the plan in cash. When matching occurs, employees are immediately 100% vested in company contributions. Matching contributions were suspended effective April 1, 2016 and have not to date been reinstated.

    •
    Health and Other Welfare Benefits.  Our executive officers are eligible to participate in medical, dental, vision, disability insurance and life insurance to meet their health and welfare needs. These benefits are provided so as to assure that we are able to maintain a competitive position in terms of attracting and retaining officers and other employees. This is a fixed component of compensation and the benefits are provided on a non-discriminatory basis to all employees.

    •
    Perquisites.  We do not provide perquisites to our executive officers.

Potential Payments Upon Termination or a Change in Control

        The discussion below discloses the amount of compensation and/or other benefits potentially due to Messrs. Goodrich, Turnham, and Ferchau in the event of a change in control, or a termination of their employment, including, but not limited to, in connection with a change in control of the Company. We believe that change in control protection allows management to focus their attention and energy on the business transaction at hand without any distractions regarding the effects of a change in control. Likewise, post-termination payments allow management to focus their attention and energy on making the best objective business decisions that are in the interest of the company without allowing personal considerations to cloud the decision-making process.

        Each of Messrs. Goodrich, Turnham, and Ferchau has entered into a severance agreement with the Company providing for a cash lump sum payment to each of them in the event of their termination of employment without "cause" or due to a "change in duties," during the eighteen (18) month period immediately following a "change in control," or the executive is terminated without cause by the Company at any time (each term as defined below). The amount to which each is entitled is equal to two (2) times his then "current annual rate of total compensation," to be paid within a ninety (90) day period following the applicable termination of employment, or in the event the executive is a "specified employee" as defined in Section 409A of the Code at the time of termination, on the first business day following the six (6) month period immediately following the executive's termination of employment. Each severance agreement provides for continued health and life insurance coverage under the Company plans (or the equivalent thereof) for each of them through the second anniversary of their respective termination of employment date, but only to the extent that the continuation of benefits is exempt from Section 409A of the Code. In the event that payments pursuant to the severance agreements create excise taxes for the executive pursuant to Section 4999 of the Code, we will provide the executive with an additional payment solely to compensate him for such excise tax payment.


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        Accelerated vesting of the equity awards is driven by the grant agreements and occurs upon death or disability, or a change in control.

        The severance agreements define "cause" as (1) a material failure to perform expected duties, (2) the commission of fraud, embezzlement, or misappropriation against us, (3) a material breach by the executive of his fiduciary duty, or (4) a conviction of a felony offense or a crime involving moral turpitude.

        The executive's "current annual rate of total compensation" is comprised of the executive's annual base salary, the annual cash bonus last awarded to the executive prior to the change of control, and the value of the equity-based compensation awards granted to the executive during the twelve (12) months immediately prior to the change of control. All equity awards to be included in this calculation will be valued as of the date of grant.

        A "change of control" of the Company will be deemed to have occurred upon the occurrence of the following events: (1) a sale or other transfer of all or substantially all of our assets, (2) our liquidation or dissolution, (3) a person or group becomes the beneficial owner of fifty percent (50%) or more of our voting power, or (4) a merger or consolidation, unless for at least six (6) months after the transaction, we own at least fifty percent (50%) of the total voting power of all the voting securities.

        The executives may voluntarily resign upon a "change in duties" upon (1) a reduction in the executive's duties or responsibilities, (2) a reduction in the executive's "current annual rate of total compensation" or (3) a change in location of the executive's principal place of business of more than fifty (50) miles.


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AUDIT COMMITTEE MATTERS

Audit Committee Report

        The Audit Committee was established to implement and to support oversight function of the Board of Directors with respect to the financial reporting process, accounting policies, internal controls and independent registered public accounting firm of Goodrich Petroleum Corporation.

        Each member of the Audit Committee is an "independent" director and "financially literate" as determined by the Board, based on the listing standards of the New York Stock Exchange. Each member of the Audit Committee also satisfies the Securities and Exchange Commission's additional independence requirements for members of audit committees. In addition, the Board has designated Mr. Leight, the Chairman of the Audit Committee, as an "audit committee financial expert," as defined by the Securities and Exchange Commission's rules and regulations.

        In fulfilling its responsibilities, the Audit Committee:

    •
    reviewed and discussed the audited financial statements with management and our independent auditors;

    •
    discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 1301, as amended;

    •
    received from the independent registered public accounting firm the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors' communications with the Audit Committee concerning independence; and

    •
    considered the compatibility of non-audit services with the independent registered public accounting firm's independence and has discussed with the independent accounting firm its independence.

        Based on these reviews and discussions, the Audit Committee recommended to the Board, and the Board approved, that the audited financial statements of Goodrich Petroleum Corporation be included in its Annual Report on Form 10-K for the year ended December 31, 2017 for filing with the Securities and Exchange Commission.

        The information contained in this Audit Committee Report shall not be deemed to be "soliciting material" to be "filed" with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filings with the Securities and Exchange Commission, or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate it by reference into a document filed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

        Respectfully submitted by the Audit Committee of the Board of Directors,

K. Adam Leight, Chairman
Steven J. Pully
Thomas M. Souers

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Audit and Non-Audit Fees

        Hein & Associates LLP ("Hein") served as our independent registered public accounting firm and audited our consolidated financial statements beginning with the fiscal year ended December 31, 2016. Effective November 16, 2017, Hein combined with Moss Adams LLP ("Moss Adams"). As a result of this transaction, on November 16, 2017, Hein resigned as the independent registered public accounting firm for the Company. Concurrent with such resignation, the Company's audit committee approved the engagement of Moss Adams as the new independent registered public accounting firm for the Company.

        The audit report of Hein on the Company's financial statements for the year ended December 31, 2016 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the most recent fiscal year ended December 31, 2016 and through the subsequent interim period preceding Hein's resignation, there were no disagreements between the Company and Hein on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Hein would have caused them to make reference thereto in their report on the Company's financial statements for such years. During the fiscal year ended December 31, 2016 and through the subsequent interim period preceding Hein's resignation, there were no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

        During the two most recent fiscal years and through the subsequent interim period preceding Moss Adam's engagement, the Company did not consult with Moss Adams on either (1) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that may be rendered on the Company's financial statements, and Moss Adams did not provide either a written report or oral advise to the Company that Moss Adams concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (2) any matter that was either the subject of a disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K, or a reportable event, as defined in Item 304(a)(1)(v) of Regulation S-K.

        On November 9, 2016 (the "Dismissal Date"), we dismissed Ernst & Young LLP ("E&Y") from serving as our independent registered public accounting firm and engaged Hein & Associates LLP ("Hein") as our new independent registered public accounting firm. Our Audit Committee unanimously approved and authorized the change, directed the process of review of candidate firms to replace E&Y and made the final decision to engage Hein.

        The E&Y reports on the financial statements of the Company for the years ended December 31, 2015 and 2014 contained no adverse opinion or disclaimer of opinion and were not qualified, except for the 2015 report which included an explanatory paragraph that described conditions that raised substantial doubt about our ability to continue as a going concern as described in Note 1 to the financial statements. In connection with its audits of the years ended December 31, 2015 and 2014 and reviews of our financial statements through the Dismissal Date there were no disagreements with E&Y on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of E&Y, would have caused them to make reference thereto in their reports on the financial statements.

        During the two most recent fiscal years and through the Dismissal Date, the Company has not consulted with Hein on any matter that (i) involved the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, in each case where a written report was provided or oral advice was provided that Hein concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K the related


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instructions to Item 304 of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

        The following table shows the fees billed to us related to the audit and other services provided by Hein for 2016 and Moss Adams LLP (both as Moss Adams LLP and as Hein) for 2017.

 
 2017 2016 

Audit Fees (Hein)

 $107,925 $285,000 

Audit Fees (Moss Adams)

 $145,440  — 

Audit Committee Pre-Approval Policy

        All services to be performed for the Company by an auditing firm must be pre-approved by the Audit Committee or a designated member of the Audit Committee, as provided in the committee's charter. All services provided by Moss Adams LLP (both as Moss Adams LLP and as Hein) in fiscal year 2017 were pre-approved by the Audit Committee.


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CORPORATE GOVERNANCE

General

        Our Board believes that adherence to sound corporate governance policies and practices is important in ensuring that we are governed and managed with the highest standards of responsibility, ethics and integrity and in the best interests of our stockholders. As a result, our Board has adopted key governance documents, including Corporate Governance Guidelines, Corporate Code of Business Conduct and Ethics and committee charters, which are intended to reflect a set of core values that provide the foundation for our governance and management systems and our interactions with others.

        Copies of these documents are available on our website athttp://www.goodrichpetroleum.com/about-us/corporate-governance/ and are also available in print, free of charge, to any stockholder who requests them.

Corporate Governance Guidelines

        Our Board has adopted Corporate Governance Guidelines, which can be viewed on our website athttp://www.goodrichpetroleum.com/files/4614/1159/7259/CorporateGovernanceGuidelines.pdf.

        Among other things, the Corporate Governance Guidelines address the following matters:

    •
    director qualification standards,

    •
    director responsibilities,

    •
    director access to management and independent advisors,

    •
    director compensation,

    •
    director orientation and continuing education,

    •
    management succession, and

    •
    annual performance evaluations of our Board.

Corporate Code of Business Conduct and Ethics

        Our Corporate Code of Business Conduct and Ethics, which is applicable to our directors, employees, agents and representatives, can be viewed on our website athttp://www.goodrichpetroleum.com/files/5014/1159/7233/CodeofBusinessConductandEthics.pdf.

        Any change to, or waiver from, our Corporate Code of Business Conduct and Ethics may be made only by our independent directors and will be disclosed as required by applicable securities laws and listing standards.

Our Board

Board Size; Director Independence

        Our Board consists of seven members. Of the current seven directors, three are currently seeking re-election at the Annual Meeting.

        In determining director independence, the Nominating and Corporate Governance Committee reviews the relationships between the Company and each director and reports the results of its review to the Board. The Board uses this information to aid it in making its determination of independence. The Board has determined that to be considered independent, an outside director may not have a direct or indirect material relationship with the Company. A material relationship is one which impairs or inhibits—or has the potential to impair or inhibit—a director's exercise of critical and disinterested


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judgment on behalf of the Company and its stockholders. In determining whether a material relationship exists, the Board considers, for example, any transactions between the Company and an entity with which a director is affiliated (as an executive officer, partner or substantial stockholder) and whether a director is a current or former employee or consultant of the Company. The Board consults with the Company's legal counsel to ensure that the Board's determinations are consistent with all relevant securities and other laws and regulations regarding the definition of "independent director," including but not limited to those set forth in pertinent listing standards of the NYSE American and SEC rules as in effect from time to time.

        Consistent with these considerations, the Board has reviewed all the relationships between the Company and the members of the Board and has affirmatively determined that all directors are independent directors except Mr. Walter G. Goodrich and Mr. Robert C. Turnham, Jr., who are employees of the Company.

        The chart below describes the basis for the Board's determination that the director is independent. Although service as a director of another company alone is not a material relationship that would impair a director's independence, those relationships have been reviewed and are set forth below. None of the relationships considered below are relationships that would preclude a finding of independence under the NYSE American bright line rules or would require disclosure pursuant to Item 404 of Regulation S-K. In addition, none of the relationships considered below would cause a director who serves on a Board committee to violate a heightened standard applicable to membership on that committee.

​ ​​ ​​​​ ​​ ​​​​
DirectorRelationships ConsideredDetermination
Basis
​ ​​ ​​ ​​ ​​​​ ​​
Ronald F. ColemanFormer Energy Executive
Various Board positions		Independent
​ ​​ ​​​​ ​​ ​​​​
Walter G. GoodrichChairman, CEO & Director of Goodrich Petroleum Corporation 801 Louisiana, Suite 700, Houston, Texas 77002Not Independent Employee of Company
​ ​​ ​​​​ ​​ ​​​​
K. Adam LeightManaging Member of Ansonia Advisors LLCIndependent
​​​ ​​ ​​ ​​ ​​ ​​
Timothy D. LeuliettePrior Board memberships including Visteon Corporation, Business Leaders of Michigan, and each beneficial owner has sole votingThe Detroit Economic ClubIndependent
​​​ ​​ ​​​​ ​​ ​​
Thomas M. SouersRetired, Petroleum EngineerIndependent
​​​ ​​ ​​​​ ​​ ​​
Steven J. PullyConsultant, Investment Banker, Restructuring Advisor Service on three public company boards: Bellatrix Exploration, Titan Energy and dispositive power over such shares.VAALCO EnergyIndependent
​​​ ​​ ​​​​ ​​ ​​
Robert C. Turnham, Jr.President, COO & Director of Goodrich Petroleum CorporationNot Independent Employee of Company
​​​ ​​ ​​​​ ​​ ​​

Board Meetings, Annual Meeting Attendance

        Our Board held eight meetings during the fiscal year ended December 31, 2017. Each director attended 100% of the meetings of the Board and the committees of which each is a member. We do not have a formal policy regarding director attendance at Board meetings. Board members are requested and encouraged to attend the Annual meeting. In 2017, all but one director attended the annual meeting in person.


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Executive Sessions and Presiding Director

        To facilitate candid discussion by our non-management directors, the agenda for certain Board and committee meetings provides for a meeting of non-management directors in executive session without any members of management present. Timothy D. Leuliette has been designated as the director to preside over executive sessions of non-management directors. Our independent directors meet separately at least once a year in accordance with the listing standards of the NYSE American.

Limitation on Public Company Board Service

        To ensure that each director is able to devote sufficient time to performing his or her duties, the number of other public company boards on which a director may serve is subject to a case-by-case review by the Nominating and Corporate Governance Committee. In addition, the Audit Committee's Charter prohibits committee members from serving on the audit committee of more than two other public company boards unless our Board determines that such simultaneous service does not impair the ability of the director to effectively serve on the Audit Committee.

Chairman and Chief Executive Officer

        Our Board has determined that a leadership structure consisting of a combined role of Chairman of the Board and Chief Executive Officer, together with a strong Lead Independent Director, is appropriate for our Company. As Mr. Goodrich bears the primary responsibility for managing our day-to-day business, the combination of the role of Chairman and Chief Executive Officer ensures that key business issues and stockholder interests are brought to the attention of our Board. In addition, as a result of his role as the Chief Executive Officer of the Company, Mr. Goodrich has Company-specific experience that can benefit his role as Chairman of the Board in identifying strategic priorities, leading the discussion and execution of strategy, and facilitating the flow of information between management and the Board.

        To give a significant voice to our independent, non-management directors and to reinforce effective, independent leadership on the Board, and in recognition of his demonstrated leadership skills, the Board has appointed Mr. Leuliette as Lead Independent Director.

        We believe that the above structure, when combined with the Company's other governance policies and procedures, provide for appropriate oversight, discussion and evaluation of decisions and direction from the Board, and are in the best interest of our stockholders.

Our Board's Role in Risk Oversight

        Our Board generally administers its risk oversight function through the board as a whole. Our Chief Executive Officer, who reports to the Board, and the other executives named in this proxy statement, who report to our Chief Executive Officer, have day-to-day risk management responsibilities. Each of these executives attends the meetings of our Board, where the Board routinely receives reports on our financial results, the status of our operations and our safety performance, and other aspects of implementation of our business strategy, with ample opportunity for specific inquiries of management. The Audit Committee provides additional risk oversight through its quarterly meetings, where it receives a report from our Chief Financial Officer, and reviews our contingencies, significant transactions and subsequent events, among other matters, with management and our independent auditors. In addition, our Hedging Committee assists management in establishing pricing and production guidelines to be used by management in entering into oil and gas hedging contracts in order to manage the commodity price risk for a portion of our oil and gas production.


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Annual Board Evaluation

        The Nominating and Corporate Governance Committee is responsible for the Board evaluation process. In December of each fiscal year, the Nominating and Corporate Governance Committee requests that the Chairman of each committee report to the full Board about the committee's annual evaluation of its performance and evaluation of its charter. In addition, the Nominating and Corporate Governance Committee receives comments from all directors and reports to the full Board with an assessment of the Board's and management's performance each fiscal year.

Director Orientation and Continuing Education

        Our Board takes measures as it deems appropriate to ensure that its members may act on a fully informed basis. The Nominating and Corporate Governance Committee evaluates general education and orientation programs for our directors. Newly appointed directors are required to become knowledgeable (if not already) about the responsibilities of directors for publicly traded companies. In addition, we provide our directors with information regarding changes in our business and industry as well as the responsibilities of the directors in fulfilling their duties.

Director Nomination Process

Director Qualifications

        When identifying prospective director nominees, our Board, with assistance from the Nominating and Corporate Governance Committee, considers the following:

    •
    the prospective nominee's reputation, integrity and independence;

    •
    the prospective nominee's skills and business, government or other professional experience and acumen, bearing in mind the composition of our Board and the current state of and the energy industry generally at the time of determination; and

    •
    the number of other public companies for which the prospective nominee serves as a director and the availability of the prospective nominee's time and commitment to us.

        Although we do not have a formal policy for the consideration of diversity in identifying director nominees, the Nominating and Corporate Governance Committee believes that the backgrounds and qualifications of the directors, considered as a group, should provide a diverse mix of skills, knowledge, attributes and experiences that cover the spectrum of areas that affect our business. The Nominating and Corporate Governance Committee regularly assesses whether the mix of skills, experience and background of our Board as a whole is appropriate for us.

        In the case of directors being considered for reelection, our Board also takes into account the director's history of attendance and participation at Board and committee meetings, and the director's tenure as a member of our Board.

Director Nominations

        In connection with its governance function, the Nominating and Corporate Governance Committee identifies individuals qualified to become Board members and recommends those individuals for election as directors, either at the annual meeting of stockholders or to the Board to fill any vacancies. When the need to fill a vacancy arises, the Nominating and Corporate Governance Committee solicits recommendations from existing directors and from senior management. These recommendations are considered along with any recommendations made by stockholders. There have been no material changes to the procedures by which stockholders may nominate director candidates to the Nominating and Corporate Governance Committee since the Company last provided this disclosure.


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        The Board did not retain, and we did not pay a fee to, any third party to assist in the process of identifying or evaluating prospective director nominees for election at the Annual Meeting, nor did we receive any director nominees put forward by a stockholder or group of stockholders who beneficially own more than 5% of our common stock.

Communications with our Board

        Our Board welcomes communications from our stockholders and other interested parties. Stockholders and any other interested parties may send communications to our Board, to any Board committee, to the Chairman of our Board, or to any director in particular, to:

c/o Goodrich Petroleum Corporation
801 Louisiana Street, Suite 700
Houston, Texas 77002

        Any correspondence addressed to our Board, any Board committee, the Chairman of our Board or to any one of the directors in care of us is required to be forwarded to the addressee or addressees without review by any person to whom such correspondence is not addressed. Comments or complaints relating to our accounting, internal accounting controls or auditing matters may be reported by going togoodrichpetroleum.silentwhistle.com or by calling the (toll-free) hotline number 1-877-874-8416.

Standing Committees of our Board

Committee Composition

        The following table lists our five Board committees and the directors who currently serve on them.

(2)Based on the following respective total shares outstanding for each class of our equity securities as of February 5, 2016: (i) 76,914,375 shares of the Company’s Common Stock; (ii) 1,483,441 shares of our Series B Preferred Stock; (iii) 3,060,412 depositary shares, each representing a 1/1000th ownership interest in a share of our Series C Preferred Stock; (iv) 3,621,070 depositary shares, each representing a 1/1000th ownership interest in a share of our Series D Preferred Stock; and (iv) 3,104,073 depositary shares, each representing a 1/1000th ownership interest in a share of our Series E Preferred Stock.

Director Name
Executive
Committee		Hedging
Committee		Audit
Committee		Compensation
Committee		Nominating &
Corporate
Governance
Committee
(3)

Ronald F. Coleman

Includes the following securities: (a) 352,043 shares of Common Stock held by XX

Walter G. Goodrich on his own behalf, (b) 100,000 shares of Common Stock held by Mr. Goodrich’s wife, (c) 381,409 shares of Common Stock owned by Goodrich Energy, Inc., a corporation with respect to which Walter G. Goodrich is the majority stockholder and exercises sole voting and investment power with respect to the shares held by Goodrich Energy, Inc., and (d) 57,125 shares of Common Stock held by HGF Partnership; as the sole Managing Partner of HGF Partnership, Walter G. Goodrich has control of the day-to-day operations of the partnership and exclusive control of the maintenance of the partnership’s assets, including the right to acquire and convey property on behalf of the partnership.

ChairChair

K. Adam Leight

XChairX

Timothy D. Leuliette*

XXChair

Thomas M. Souers

XChair

Steven J. Pully

XX

Robert C. Turnham, Jr. 

XX

(4)Includes the following securities: (a) 552,203 shares of Common Stock held by Mr. Turnham on his own behalf and (b) 29,950 shares of Common Stock held by Mr. Turnham’s wife.

(5)Includes the following securities: (a) 75,000 shares of Common Stock held by a family trust (which is held in a margin account) of which Mr. Perdue is the trustee, and (b) 25,000 shares held in a personal IRA.

X
Member

*
Lead Independent Director

Executive Committee

        The Executive Committee is delegated the authority to approve any actions that our Board can approve, except to the extent restricted by law or by our Amended and Restated Certificate of Incorporation or Bylaws, as amended. The Executive Committee held one meeting during the fiscal year ended December 31, 2017, and also took action through unanimous written consent throughout the year.

Hedging Committee

        The Hedging Committee's principle function is to assist management in establishing pricing and production guidelines to be used by management in entering into oil and gas hedging contracts in order to manage the commodity price risk for a portion of our oil and gas production. The Hedging


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Committee held three meetings during the fiscal year ended December 31, 2017, and also took action through unanimous written consent throughout the year.

Audit Committee

        Pursuant to its charter, our Audit Committee functions in an oversight role and has the following purposes:

    •
    overseeing the quality, integrity and reliability of the financial statements and other financial information we provide to any governmental body or the public;

    •
    overseeing our compliance with legal and regulatory requirements;

    •
    overseeing the qualifications, independence and performance of the independent auditor engaged for the purpose of rendering or issuing an audit report or performing other audit, review or attest services for us;

    •
    overseeing the effectiveness and performance of our internal audit function;

    •
    overseeing our systems of internal controls regarding finance, accounting, legal compliance and ethics that our management and our Board has established;

    •
    providing an open avenue of communication among our independent auditors, financial and senior management, the internal auditing department, and our Board, always emphasizing that the independent auditors are accountable to the Audit Committee;

    •
    producing the Audit Committee Report for inclusion in our annual proxy statement; and

    •
    performing such other functions our Board may assign to the Audit Committee from time to time.

        A copy of our Audit Committee Charter can be viewed on our website at http://www.goodrichpetroleum.com/files/9114/1159/7219/AuditCommitteeCharter.pdf

        In connection with these purposes, the Audit Committee recommends to our Board the independent registered public accounting firm to be engaged to audit our financial statements, annually reviews the independent auditor's independence and quality control procedures, meets with the auditors and our financial management to review with them our significant accounting policies and its internal controls, provides opportunities for the auditors to meet with the Audit Committee and management, discusses matters discussed at Audit Committee meetings with the full Board, investigates any matters brought to its attention within the scope of its duties, reviews and assesses the adequacy of the Audit Committee charter on an annual basis, and has general responsibility in connection with related matters.

        Our Board has determined that each member of the Audit Committee is independent under the SEC's rules and regulations, the listing standards of the NYSE American and our Corporate Governance Guidelines. In addition, our Board has determined that each member of the Audit Committee has the requisite accounting and related financial management expertise under the listing standards of the NYSE American. Based on Mr. Leight's business experience, which is described in more detail under "Proposal No. 1-Election of Directors—Director Nominees," our Board has determined that he qualifies as an "audit committee financial expert" under the SEC's rules and regulations. None of the members of the Audit Committee serve on the audit committee of more than two other public companies.

        Our Audit Committee held ten meetings during the fiscal year ended December 31, 2017, including quarterly meetings, and also took action through unanimous written consent throughout the year.


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Compensation Committee

        Pursuant to its charter, our Compensation Committee's duties include, among other things, the responsibility to:

    •
    review, evaluate, and approve our agreements, plans, policies, and programs to compensate the officers and directors;

    •
    otherwise discharge our Board's responsibilities relating to compensation of our officers and directors; and

    •
    perform such other functions as our Board may assign to the Compensation Committee from time to time.

        A copy of our Compensation Committee Charter can be viewed on our website at http://www.goodrichpetroleum.com/files/6714/1159/7247/CompensationCommitteeCharter.pdf

        In connection with these purposes, the Compensation Committee reviews corporate goals and objectives relevant to our compensation. In addition, the Compensation Committee reviews our compensation and benefit plans to ensure that they meet these corporate goals and objectives. In consultation with our Chief Executive Officer, our Compensation Committee makes recommendations to the Board on compensation of all of our officers, the granting of awards under and administering our long term incentive and other benefit plans, and adopting and changing our major compensation policies and practices.

        Our Board has determined that each member of the Compensation Committee is independent under the listing standards of the NYSE American (including the heightened requirements applicable to compensation committee members) and our Corporate Governance Guidelines.

        Our Compensation Committee held four meetings during the fiscal period ended December 31, 2017, including quarterly meetings, and also took action through unanimous written consent throughout the year.

Nominating and Corporate Governance Committee

        Pursuant to its charter, the Nominating and Corporate Governance Committee's duties include, among other things, the responsibility to:

    •
    develop and recommend to the Board a set of corporate governance principles and practices and assist the Board in implementing these principles and practices;

    •
    assist the Board by identifying individuals qualified to become members of the Board and recommending director nominees to the Board for election at the annual meetings of stockholders or for appointment to fill vacancies;

    •
    advise the Board about the appropriate composition of the Board and its committees;

    •
    direct all matters relating to the succession of our Chief Executive Officer;

    •
    lead the Board in its annual review of the performance of the Board and its committees; and

    •
    perform other such functions as the Board may assign to the Nominating and Corporate Governance Committee, in serving the corporate governance function, from time to time.

        A copy of our Nominating and Corporate Governance Committee Charter can be viewed on our website at http://www.goodrichpetroleum.com/files/7214/1159/7274/NominatingCharter.pdf

        In connection with these duties, the Nominating and Corporate Governance Committee actively seeks individuals qualified to become members of our Board, seeks to implement the independence


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standards required by law, applicable listing standards, our Amended and Restated Certificate of Incorporation and Bylaws and our Corporate Governance Guidelines, assesses the adequacy of our Corporate Governance Guidelines and recommends any proposed changes to our Board, and actively involves itself in our succession planning.

        Our Board has determined that each member of the Nominating and Corporate Governance Committee is independent under the listing standards of the NYSE American and our Corporate Governance Guidelines.

        Our Nominating and Corporate Governance Committee held one meeting during the fiscal period ended December 31, 2017, and also took action through unanimous written consent during the year.


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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

        Our Compensation Committee is comprised of Messrs. Leuliette, Coleman and Leight. During the fiscal year ended December 31, 2017, no member of the Compensation Committee (1) was an officer or employee, (2) was formerly an officer or (3) had any relationship requiring disclosure under the rules and regulations of the SEC.

        During the fiscal year ended December 31, 2017, none of our executive officers served as a (1) member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served on the Compensation Committee of our Board, (2) director of another entity, one of whose executive officers served on the Compensation Committee of our Board, or (3) member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served on our Board.


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TRANSACTIONS WITH RELATED PERSONS

Policies and Procedures

Introduction

        The Board of Directors recognizes that related person transactions present a heightened risk of conflicts of interest and/or improper valuation (or the perception thereof) and therefore has adopted a policy that requires the following in connection with all related person transactions involving the Company.

        Any "Related Person Transaction" shall be consummated or shall continue only if:

    1.
    the Audit Committee shall approve or ratify such transaction in accordance with the guidelines set forth in the policy and if the transaction is on terms comparable to those that could be obtained in arm's length dealings with an unrelated third party;

    2.
    the transaction is approved by the disinterested members of the Board of Directors; or

    3.
    the transaction involves compensation approved by the Compensation Committee.

        For these purposes, a "Related Person" is:

    1.
    a senior officer (which shall include at a minimum each executive vice president and Section 16 officer) or director;

    2.
    a stockholder owning in excess of five percent of the Company (or its controlled affiliates);

    3.
    a person who is an immediate family member of a senior officer or director; or

    4.
    an entity which is owned or controlled by someone listed in 1, 2 or 3 above, or an entity in which someone listed in 1, 2 or 3 above has a substantial ownership interest or control of such entity.

        For these purposes, a "Related Person Transaction" is a transaction between us and any Related Person (including any transactions requiring disclosure under Item 404 of Regulation S-K), other than:

    1.
    transactions available to all employees generally; or

    2.
    transactions involving less than $5,000 when aggregated with all similar transactions.

Audit Committee Approval

        The Board of Directors has determined that the Audit Committee of the Board is best suited to review and approve Related Person Transactions. Management shall present any proposed Related Person Transactions to the Committee for review prior to consummation of the transaction. After review, the Audit Committee shall approve or disapprove such transactions and at each subsequently scheduled meeting, management shall update the Audit Committee as to any material change to those proposed transactions.

Corporate Opportunity

        The Board recognizes that situations exist where a significant opportunity may be presented to management or a member of the Board of Directors that may equally be available to us, either directly or via referral. An example is a potential property acquisition which could become available to us. Before such opportunity may be consummated by a Related Person (other than an otherwise unaffiliated 5% stockholder), such opportunity shall be presented to the Board of Directors for consideration. The intent is for members of management, directors, or employees who become aware of opportunities (such as potential acquisitions) in an area in which we are currently active to present


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those opportunities to us before the individual is free to pursue it in his personal capacity. For example, through his/her contacts Director X becomes aware of a land acquisition in the Haynesville Shale, and knows this is something that we might also be interested in buying. Thus, before he/she can buy the land or lease the property, he/she must put it before the Board and we must pass on the opportunity before Director X may take action.

Disclosure

        All Related Person Transactions are to be disclosed in the Company's applicable filings as required by the Securities Act of 1933 and the Securities Exchange Act of 1934 and related rules. Furthermore, all Related Person Transactions shall be disclosed to the Audit Committee of the Board and any material Related Person Transaction shall be disclosed to the full Board of Directors. There were no reportable Related Person Transactions for the fiscal year ended December 31, 2017.

Other Agreements

        Management shall assure that all Related Person Transactions are approved in accordance with any requirements of the Company's financing agreements.


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DIRECTOR COMPENSATION

General

        The following table sets forth a summary of the compensation paid to or earned by our non-employee directors in 2017. Directors who are our full-time employees receive no compensation for serving as directors.


Director Compensation for Year Ended December 31, 2017

Name
 Year Fees Earned or
Paid in Cash		 Stock
Awards(1)(2)		 All Other
Compensation		 Total 
 
  
 ($)
 ($)
 ($)
 ($)
 

Ronald F. Coleman

  2017  75,750  117,800     193,550 

K. Adam Leight

  2017  100,750  117,800     218,550 

Timothy D. Leuliette

  2017  103,250  117,800     221,050 

Stephen J. Pully(3)

  2017  62,750  206,340     269,090 

Thomas M. Souers

  2017  88,167  117,800     205,967 
(1)
Messrs. Coleman, Leight, Leuliette, Pully and Souers each held 11,996 shares of restricted phantom stock at year end 2017 which will vest on December 14, 2018, as long as the Director is still affiliated with the Company. The 11,996 shares awarded to each director in December 2017 was calculated as the product of the value of the restricted phantom stock to be granted ($125,000) and the 10-day volume weighted average price ("VWAP') ($10.42) prior to the grant date. The amounts included in the "Stock Awards" column reflect the grant date fair value of each director's award as computed in accordance with the Topic 718 of the Codification Assumptions used in the calculation of these amounts are included in Note 2 to our audited financial statements for the fiscal year ended December 31, 2017 included in our Annual Report on Form 10-K for the year ended December 31, 2017, based off a closing stock price on the date of grant of $9.82.

(2)
Stock awards for Mr. Pully include the 11,996 shares of restricted phantom stock awarded to directors in December 2017 for services associated with 2018 (which had a grant date fair value of $117,800) as well as 6,170 shares of restricted phantom stock awarded to Mr. Pully in March 2017 upon his appointment to the Board. The March award was pro-rated for his services during 2017 and had a grant date fair value of $88,540.

(3)
Mr. Pully was appointed to the Board on March 15, 2017.

Retainer / Fees

        Each non-employee director received the following compensation in 2017:

    •
    a cash retainer of $15,000 for the Chairman of the Audit Committee, $13,000 for the Chairman of the Compensation Committee, $10,000 for the Chairman of the Nominating and Corporate Governance Committee, and $25,000 for the Lead Director; each to be paid on a quarterly basis. Lead Director does not receive fees for chairing other committees;

    •
    a meeting fee of $1,500 for each regularly scheduled Board meeting and $1,250 for each Board teleconference meeting; $1,000 for each regularly scheduled committee meeting and $750 for each Committee teleconference meeting;

    •
    an annual cash retainer of $60,000 to be paid on a quarterly basis; and

    •
    restricted phantom stock grant valued at $125,000 scheduled to cliff-vest on the one-year anniversary of the date of grant.

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STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 20162019 ANNUAL
MEETING OF STOCKHOLDERS

Pursuant to the SEC’sSEC's rules and regulations, stockholders interested in submitting proposals for inclusion in our proxy materials and for presentation at our 20162018 Annual Meeting of Stockholders may do so by following the procedures set forth in Rule 14a-8 under the Exchange Act. In general, stockholder proposals must have beenbe received by our Secretary at Goodrich Petroleum Corporation, 801 Louisiana Street, Suite 700, Houston, Texas 77002 no later than January 6, 2016December 25, 2018 to be eligible for inclusion in our proxy materials.

In addition to the SEC’sSEC's rules and regulations described in the preceding paragraph, and as more specifically provided for in our Bylaws, a stockholder making a nomination for election to our Board or a proposal of business for our 20162019 Annual Meeting of Stockholders must deliver proper notice to our Secretary at Goodrich Petroleum Corporation, 801 Louisiana Street, Suite 700, Houston, Texas 77002 at least 90 days prior to the anniversary date of the 20152018 Annual Meeting and no more than 120 days prior to the anniversary date of the 2018 Annual Meeting. As a result, for a stockholder nomination for election to our Board or a proposal of business to be considered at the 20162019 Annual Meeting of Stockholders, it must be properly submitted to our Secretary no later than the close of business February 29, 2016.22, 2019, no earlier than the close of business January 23, 2019 and must meet all the requirements set forth in our Bylaws.

For        In summary, for each individual that a stockholder proposes to nominate as a director, the stockholder must provide notice to our Secretary setting forth all of the information required in solicitations of proxies under the SEC’sSEC's rules and regulations and any other law. ForIn summary, for any other business that a stockholder desires to bring before our 20162019 Annual Meeting of Stockholders, the stockholder must provide a brief description of the business, the reasons for conducting the business and any material interest in the business of the stockholder. If a stockholder provides notice for either event described above, the notice must include the following information:

    •
    the name and address of the stockholder as it appears on our books;



•
the class or series and the number of shares of our stock that are owned beneficially and of record by the stockholder; and



•
a representation that the stockholder intends to appear in person or by proxy at our 20162019 Annual Meeting of Stockholders to bring the proposed business before the meeting.

meeting

Detailed information for submitting stockholder proposals is available upon written request to our Secretary at Goodrich Petroleum Corporation, 801 Louisiana Street, Suite 700, Houston, Texas 77002. These requirements are separate from, and in addition to, the SEC’sSEC's rules and regulations that a stockholder must meet in order to have a stockholder proposal included in our Proxy Statementproxy statement for the 20162018 Annual Meeting of Stockholders.


OTHER MATTERS

Our Board does not know of any other matters that are to be presented for action at the SpecialAnnual Meeting. However, if any other matters properly come before the SpecialAnnual Meeting or any adjournment(s) thereof, it is intended that the enclosed proxy will be voted in accordance with the judgment of the persons voting the proxy.

        The information contained in this proxy statement in the sections entitled "Compensation Committee Report" and "Audit Committee Report" shall not be deemed to be "soliciting material" or to be "filed" with the SEC, nor shall such information be incorporated by reference into any future filings with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically incorporate it by reference into a document filed under the Securities Act of 1933, as amended, or the Exchange Act.


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ADDITIONAL INFORMATION ABOUT US

From time to time, we receive calls from stockholders asking how to obtain additional information about us. If you would like to receive information about us, you may use one of the following methods:

•

Our main Internet site, located atwww.goodrichpetroleum.com. A link to our investor relations site can be found atwww.goodrichpetroleum.com/investor.relations. Our investor relations site contains, among other things, management presentations, financial information, stock quotes and links to our filings with the SEC.

•

You may read and copy the Proxy Statement at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain further information about the operation of the SEC’s Public Reference Room by calling the SEC at 1-800-SEC-0330. Our filings are also available to the public on the SEC’s website located atwww.sec.gov.

•

    •
    Our main Internet site, located atwww.goodrichpetroleum.com. A link to our investor relations site can be found at http://goodrichpetroleum.investorroom.com/index.php. Our investor relations site contains, among other things, management presentations, financial information, stock quotes and links to our filings with the SEC.

    •
    You may read and copy the proxy statement at the Securities and Exchange Commission's Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain further information about the operation of the Securities and Exchange Commission's Public Reference Room by calling the SEC at 1-800-SEC-0330. Our filings are also available to the public on the SEC's website located at www.sec.gov.

    •
    To have information such as our latest quarterly earnings release, Annual Report on Form 10-K or Quarterly Reports on Form 10-Q mailed to you, please contact investor relations at (713) 780-9494 or via our website atwww.goodrichpetroleum.com/investor.relations.

INCORPORATION BY REFERENCE

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed on March 2, 2015, containing audited consolidated financial statements for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, and ouror Quarterly ReportReports on Form 10-Q for the quarterly period ended September 30, 2015 filed on November 5, 2015, containing unaudited consolidated financial statements for the nine months ended September 30, 2015, are being deliveredmailed to our stockholders of record with this Proxy Statement. Upon written request, we will send to stockholders of record, without charge, additional copies of our Annual Report on Form 10-K for the year ended December 31, 2014 and Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015 (each without exhibits) and additional copies of this Proxy Statement, each of which we have filed with the SEC. All written requests should be directed to the Corporate Secretary of our Companyyou, please contact investor relations at our address set forth below.

Goodrich Petroleum Corporation

Attention: Corporate Secretary

801 Louisiana, Suite 700

Houston, Texas 77002

(713) 780-9494

or via our website at www.goodrichpetroleum.com/investor.relations.

    Important Notice Regarding the Availability of Proxy Materials

    For the Special MeetingTable of Stockholders to be Held on March 14, 2016Contents

    The Notice of Special Meeting of Stockholders, our Proxy Statement, our 2014 Annual Report and September 30, 2015 Form 10-Q are available at

    http://www.proxydocs.com/GDP

    CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

    Certain statements contained in or incorporated by reference into this Proxy Statement, or filings with the SEC and our public releases contain forward looking statements intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act. These forward-looking statements include information concerning future production and reserves, schedules, plans, timing of development, contributions from oil and natural gas properties and marketing and midstream activities, and also include those statements accompanied by or that otherwise include the words “may,” “could,” “believes,” “expects,” “anticipates,” “intends,” “estimates,” “projects,” “predicts,” “target,” “goal,” “plans,” “objective,” “potential,” “should,” or similar expressions or variations on such expressions that convey the uncertainty of future events or outcomes. For such statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, including Section 27A of the Securities Act and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and assumptions about future events. These statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate under the circumstances. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. We undertake no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

    These forward-looking statements involve risk and uncertainties. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, the following risk and uncertainties:

    failure to consummate the Recapitalization Plan or otherwise address our near term liquidity needs, including making the March 2016 interest payments to service the Company’s secured and unsecured debt obligations, at which time we may need to seek protection under Chapter 11 of the U.S. Bankruptcy Code;

    the expectation that holders of our unsecured notes, shares of preferred stock and shares of our common stock would likely receive little or no consideration for their Existing Unsecured Notes if we seek relief under the U.S. Bankruptcy Code;

    our ability to comply with the financial covenants in our debt instruments and our available liquidity even if the Recapitalization Plan described in this Offer to Exchange is successfully implemented, particularly if oil and natural gas prices remain depressed;

    planned capital expenditures;

    future drilling activity;

    our financial condition;

    future cash flows and borrowings;

    sources of funding for exploration and development;

    the market prices of oil and natural gas;

    uncertainties about the estimated quantities of oil and natural gas reserves;

    financial market conditions and availability of capital;

    production;

    hedging arrangements;

    litigation matters;

    pursuit of potential future acquisition opportunities;

    general economic conditions, either nationally or in the jurisdictions in which we are doing business;

    legislative or regulatory changes, including retroactive royalty or production tax regimes,hydraulic-fracturing regulation, drilling and permitting regulations, derivatives reform, changes in state and federal corporate taxes, environmental regulation, environmental risks and liability under federal, state and foreign and local environmental laws and regulations;

    the creditworthiness of our financial counterparties and operation partners;

    the securities, capital or credit markets;

    our ability to repay our debt;

    our limited control over non-operated properties;

    our ability to obtain funding to meet future capital needs due to a sustained depression of oil and natural gas prices;

    our ability to replace reserves, maintain production or maintain interests in our properties;

    our ability to sustain production at present levels;

    the potential we may incur substantial impairment write-downs; and

    other factors discussed in “Risk Factors” and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015, our Annual Report on Form 10-K for the year ended December 31, 2014, and in our other public filings, press releases and discussions with our management.

    Any of these factors and other factors contained in this Proxy Statement or any documents incorporated by reference could cause our actual results to differ materially from the results implied by these or any other forward-looking statements made by us or on our behalf. Although we believe our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved. Our assumptions about future events may prove to be inaccurate. We caution you that the forward-looking statements contained in this Proxy Statement are not guarantees of future performance, and we cannot assure you that those statements will be realized or the forward-looking events and circumstances will occur. All forward-looking statements speak only as of the date of this Proxy Statement.

    We do not intend to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise, except as required by law. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

    APPENDIX AANNEX 1

    CERTIFICATE OF AMENDMENT

    TO

    CERTIFICATE OF DESIGNATION OF

    5.375% SERIES B CUMULATIVE CONVERTIBLE PREFERRED STOCK OF

    GOODRICH PETROLEUM CORPORATION

                        , 2016

    Pursuant to Section 242 Description of the Delaware General Corporation Law (“DGCL”), Goodrich Petroleum Corporation 2016 Long-Term Incentive Plan

            The following is a corporation organized and existing under the lawssummary of the State of Delaware (the “Corporation”), does hereby certify as follows:

    FIRST: Section 2key provisions of the CertificateLTIP, as amended and restated subject to stockholder approval of DesignationProposal No. 4—Approval of 5.375% Series B Cumulative Convertible Preferredthe Third Amendment to LTIP to Increase the Number of Shares of Common Stock of the Corporation (the “CertificateCompany Authorized for Issuance Thereunder. Some of Designation”)these provisions are described in greater detail below, and the summary and descriptions are qualified in their entirety by reference to the terms of the LTIP.

    Key Terms.

      •
      Eligible participants.  Any Company director, officer, employee or consultant is herebyeligible to participate in the LTIP. As of April 2, 2018, we had 48 employees, zero consultants and five outside directors that would be eligible to receive awards under the LTIP.

      •
      Administration.  The LTIP is administered by the Committee, who has the authority to determine the participants to whom awards may be granted.

      •
      Award types.  The awards that may be granted under the LTIP include non-statutory stock options, restricted stock, performance awards, phantom shares, stock payments, and stock appreciation rights. The LTIP does not provide for the grant of incentive stock options intended to satisfy the requirements of section 422 of the Code.

      •
      Shares Authorized.  As amended, the LTIP permits shares to be issued in either new grants or in connection with awards outstanding. The Third Amendment would permit an additional 1,500,000 shares to be issued under the LTIP, for a total of 5,000,000 shares. If an award of restricted stock is forfeited or cancelled or an award otherwise lapses, expires, terminates or is canceled without the actual delivery of shares or is settled in cash, then the shares covered by addingthat award will be shares available under the LTIP again. In addition, shares tendered or withheld by the Company to satisfy tax withholding exercise price or other payment obligations will be available for issuance under future awards if not sold to satisfy the tax withholding.

      •
      Term.  No award may be granted under the LTIP after the 10th anniversary of September 28, 2016, the effective date of the plan.

      •
      Option and SAR exercise prices.  The exercise prices of an option or SAR cannot be less than the fair market value on the effective date of grant.

      •
      Dividends.  The Committee may determine whether dividends payable on restricted stock, and dividend equivalents payable on phantom share awards, will be subject to restrictions or reinvested, or, only with respect to dividends payable on restricted stock, paid directly to the participant.

            Transferability.    To the extent specifically approved in writing by the Committee, an award may be transferred to immediate family members or related family trusts, limited partnerships or similar entities or other persons on such terms and conditions as the Committee may establish or approve. Except for the foregoing, each award is exercisable only by the participant in his or her lifetime, and no award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a participant other than by will or by applicable laws.

            Adjustments.    In the event of a stock dividend or stock split with respect to the Company's common stock, the number of shares subject to outstanding awards will automatically be proportionately adjusted, without action by the Committee, provided that such adjustment will be evidenced in the plan documents and in accordance with applicable law. In the event the Committee determines that any distribution, recapitalization, reorganization, merger, spin-off, combination,


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    repurchase, or exchange of shares or securities or similar corporate transaction affects the shares such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of benefits or potential benefits under the LTIP, then the Committee will adjust any or all of (i) the number and type of shares or other securities with respect to which awards may be granted, (ii) the number and type of shares or other securities subject to outstanding awards, and (iii) the grant or exercise price with respect to any award or, if deemed appropriate, make provision for a cash payment.

            Change of Control.    In the event of any distribution, recapitalization, reorganization, merger, spin-off, combination, repurchase, or exchange of shares or other securities, or other similar corporate transaction or event or any unusual or nonrecurring transactions or events affecting the Company, any affiliate of the Company, or the financial statements of the Company or any affiliate, or of changes in applicable laws, regulations or accounting principles, or a Change of Control (as defined in the LTIP) and whenever action is appropriate in order to prevent the dilution or enlargement of the benefits or potential benefits, the Committee may take any one or more of the following defined terms:actions: (1) the termination of any award in exchange for cash or the replacement of any award; (2) the assumption or substitution of any award by the successor or survivor corporation, or a parent or subsidiary thereof; (3) adjustments of the number and type of shares of common stock or other securities subject to outstanding awards or awards that may be granted in the future; (4) the acceleration of vesting and payment of any award; and (5) the termination, cancelation, forfeiture or suspension of any award.

    “Company Recapitalization Conversion Date”        Administration.    The Committee, which is made up entirely of independent directors, administers the LTIP (provided that awards made to directors are administered by the Board). The LTIP grants broad authority to the plan administrator to: (i) designate participants; (ii) determine the types of awards to be granted to a participant; (iii) determine the number of shares to be associated with awards; (iv) determine the terms and conditions of any award; (v) determine whether and to what extent an award may be settled in cash, shares, or other securities; (vi) determine whether an award will be canceled, forfeited or suspended and the methods by which awards will be settled, exercised, canceled, forfeited or suspended; (vii) interpret and administer the LTIP and award agreements made pursuant to it; (viii) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it deems appropriate; (ix) make any other determination and take any other action deemed necessary or desirable for the administration of the LTIP.

            Amendment and Termination.    The Board or the Committee may amend, alter, suspend, discontinue, or terminate the LTIP without consent, provided that any award that is subject to Section 409A of the Code may not be terminated unless the termination would not result in the award becoming subject to additional tax under Section 409A. The Committee may waive any conditions or rights under, amend any terms of, or alter any award, provided no change in any award shall havematerially adversely affect the meaning set forthrights of a participant under the award without the consent of such participant.

    U.S. Federal Income Tax Consequences

            The U.S. federal income tax rules applicable to awards granted pursuant to the LTIP are summarized below. This summary does not seek to address the tax laws of any municipality, state, or foreign country in which a participant resides in detail. Section 21(b)409A of this Certificate.the Code provides additional tax rules governing non-qualified deferred compensation. Generally, Section 409A will not apply to awards granted under the LTIP, but may apply in some cases to certain awards. For such awards subject to Section 409A, certain officers of the company may experience a delay of up to six months in the settlement of the awards in shares of company stock.

    “Company Recapitalization Conversion Option” shall have        Options and SARs.    Participants will not realize taxable income upon the meaning set forthgrant of an option or a SAR. Upon the exercise of a non-statutory option or a SAR, a participant will recognize ordinary compensation income (subject to withholding if an employee) in Section 21(a) of this Certificate.

    “Recapitalization Conversion Notice” shall have the meaning set forth in Section 21(b) of this Certificate.

    “Recapitalization Conversion Period” shall have the meaning set forth in Section 21(b) of this Certificate.

    “Recapitalization Conversion Rate” shall have the meaning set forth in Section 21(a) of this Certificate.

    “Recapitalization Conversion Rate” shall mean an amount equal to the productexcess of


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    (i) the amount of cash and the fair market value of the applicable Recapitalization Conversion Rate (as adjusted) multiplied by the number of Series B Preferred Shares.

    “Series B Exchange Offer” shall mean the Corporation’s offer to exchange any and all outstanding Series B Preferred Shares for newly issued shares of common stock received, over (ii) the Corporation’s Common Stock, uponexercise price of the terms and subjectaward. A participant will generally have a tax basis in any shares of common stock received pursuant to the conditions set forth inexercise of a non-statutory option or SAR that equals the offer to exchange (as supplemented or amended from time to time) filed on Schedule TO with the Commission on January 26, 2016, as amended and restated on February 5, 2016.

    SECOND: Section 2 of the Certificate of Designation is hereby amended by amending and restating the following definitions in their entirety:

    “Closing Sale Price” shall mean, with regard to shares of the Common Stock, on any date, the closing sale price per share (or if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) on such date as reported on the principal United States national or regional securities exchange on which shares of the Common Stock are traded or, if shares of the Common Stock are not listed on a United States national or regional securities exchange, as reported by NASDAQ, or, if shares of the Common Stock are not reported by NASDAQ, as reported on the OTC Markets marketplace, or in the absence of such a quotation, the Company shall determine the closing sale price, in good faith, on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate.

    “Trading Day” shall mean a day during which trading in securities generally occurs on the New York Stock Exchange or, if the Common Stock is not listed on the New York Stock Exchange, on the principal other United States national or regional securities exchange on which the Common Stock is then listed or, if the

    Common Stock is not listed on a United States national or regional securities exchange, on NASDAQ or, if the Common Stock is not quoted on NASDAQ, on OTC Markets marketplace or, if the Common Stock is not quoted on the OTC Markets marketplace, on the principal otherfair market on which the Common Stock is then traded.

    THIRD: The Certificate of Designation is hereby amended by adding the following sections to the end thereof:

    Section 21.    Company Recapitalization Conversion Option.

    (a)On a date that is no later than ninety (90) days following the closing of the Series B Exchange Offer, the Corporation shall have the option to cause all of the outstanding Series B Preferred Shares to be automatically converted into that number of fully paid and non-assessable shares of Common Stock initially at a conversion rate (the “Recapitalization Conversion Rate”) of 8.899 shares of Common Stock per $50.00 liquidation preference, which is equivalent to a conversion price of approximately $5.62 per share of Common Stock (subject to adjustment in accordance with the provisions of Section 22 of this Certificate) (“Company Recapitalization Conversion Option”).

    (b)To exercise the Company Recapitalization Conversion Option right set forth in this Section 21, the Corporation must issue a press release for publication through the Dow Jones News Service or Bloomberg Business News (or, if such organizations are not in existence at the time of issuance of such press release, such other news or press organization as is reasonably calculated to broadly disseminate the relevant information to the public) announcing the Corporation’s intention to exercise such a Company Recapitalization Conversion Option. The Corporation shall also give notice by mail or by publication to the Series B Preferred Holders (the “Recapitalization Conversion Notice”) (not more than five (5) Trading Days after the date of the press release) of the Company Recapitalization Conversion Option announcing the Corporation’s intention to exercise the Company Recapitalization Conversion Option. The Corporation shall select a conversion date to exercise the Company Recapitalization Conversion Option (the “Company Recapitalization Conversion Date”), which date shall be no more than five (5) days after the date on which the Corporation issues such press release and no more than an aggregate of ninety (90) days following closing of the Series B Exchange Offer (the “Recapitalization Conversion Period”). In addition to any information required by applicable law or regulation, the press release and Recapitalization Conversion Notice shall state, as appropriate: (i) the Company Recapitalization Conversion Date; (ii) the number of shares of Common Stock to be issued upon conversion of each Series B Preferred Share; (iii) the number of Series B Preferred Shares to be converted; and (iv) that dividends on the Series B Preferred Shares to be converted will cease to accumulate on the Company Recapitalization Conversion Date.

    (c)Upon exercise of the Company Recapitalization Conversion Option and surrender of the Series B Preferred Shares by a holder thereof, the Corporation shall issue and shall deliver or cause to be issued and delivered to such holder, or to such other person on such holder’s written order, (a) one or more certificates representing the number of validly issued, fully paid and non-assessable full shares of Common Stock to which a holder of the Series B Preferred Shares being converted, or a holder’s transferee, shall be entitled and (b) any fractional interest in respect of a share of Common Stock arising upon such conversion shall be settled as provided in Section 21(g).

    (d)Each conversion shall be deemed to have been made at the close of business on the Company Recapitalization Conversion Date so that the rights of the holder thereof as to the Series B Preferred Shares being converted will cease except for the right to receive the Recapitalization Conversion Value, and, if applicable, the Person entitled to receive shares of Common Stock shall be treated for all purposes as having become the record holder of those shares of Common Stock at that time.

    (e)In lieu of the foregoing procedures, if the Series B Preferred Shares are held in global form, each holder of beneficial interests in the Global Preferred Stock must comply with the procedures of DTC to convert such holder’s beneficial interests in respect of the Series B Preferred Shares evidenced by the Global Preferred Stock.

    (f)If the Corporation exercises the Company Recapitalization Conversion Option, no dividends (including, for the avoidance of doubt, any accumulated and unpaid dividends, whether or not in arrears as of the Company Recapitalization Conversion Date) shall be payable to the holder of the converted shares.

    (g)In connection with the conversion of any Series B Preferred Shares, no fractional shares of Common Stock shall be issued, but the Corporation shall pay a cash amount in lieu of issuing any fractional share in an amount equal to the fractional interest multiplied by the Closing Sale Price on the Trading Day immediately prior to the Company Recapitalization Conversion Date. If more than one Series B Preferred Share will be surrendered for conversion by the same holder at the same time, the number of full shares of Common Stock issuable on conversion of those Series B Preferred Shares shall be computed on the basis of the total number of Series B Preferred Shares so surrendered.

    Section 22.    Adjustment of Recapitalization Conversion Rate.

    (a)In case the Corporation shall, at any time or from time to time during the Recapitalization Conversion Period, while any Series B Preferred Shares are outstanding, issue Common Stock as a dividend or distribution to all or substantially all holders of Common Stock, then the Recapitalization Conversion Rate in effect immediately prior to the close of business on the Common Stock Record Date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be increased by multiplying such Recapitalization Conversion Rate by a fraction:

    (i)the numerator of which shall be the sum of the total number of shares of Common Stock outstanding at the close of business on such Common Stock Record Date and the total number of shares of Common Stock constituting such dividend or other distribution; and

    (ii)the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on such Common Stock Record Date.

    Such increase shall become effective immediately prior to the opening of business on the day following the Common Stock Record Date fixed for such determination. If any dividend or distribution of the type described in this Section 22(a) is declared but not so paid or made, the Recapitalization Conversion Rate shall again be adjusted to the Recapitalization Conversion Rate which would then be in effect if such dividend or distribution had not been declared.

    (b)In case the Corporation shall, at any time or from time to time during the Recapitalization Conversion Period, while any Series B Preferred Shares are outstanding, subdivide, reclassify or split its outstanding shares of Common Stock into a greater number of shares of Common Stock, the Recapitalization Conversion Rate in effect immediately prior to the opening of business on the day following the day upon which such subdivision, reclassification or split becomes effective shall be proportionately increased, and, conversely, in case the Corporation shall, at any time or from time to time during the Recapitalization Conversion Period, while any of the Series B Preferred Shares are outstanding, combine or reclassify its outstanding shares of Common Stock into a smaller number of shares of Common Stock, the Recapitalization Conversion Rate in effect immediately prior to the opening of business on the day following the day upon which such combination or reclassification becomes effective shall be proportionately reduced, such increase or reduction, as the case may be, to become effective immediately prior to the opening of business on the day following the day upon which such subdivision, reclassification, split or combination becomes effective, so that the holder of any Series B Preferred Share thereafter surrendered for conversion shall be entitled to receive that number of shares of Common Stock which it would have received had such Series B Preferred Share been converted immediately prior to the happening of such event adjusted as a result of such event.

    (c)

    In case the Corporation shall, at any time or from time to time during the Recapitalization Conversion Period, while any Series B Preferred Shares are outstanding, issue rights or warrants for a period expiring within sixty (60) days to all or substantially all holders of its outstanding Common Stock

    entitling them to subscribe for or purchase Common Stock (or securities convertible into or exchangeable or exercisable for Common Stock), at a price per share of Common Stock (or having a conversion, exchange or exercise price per share of Common Stock) less than the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the announcement by public notice of such issuance or distribution (treating the conversion, exchange or exercise price per share of Common Stock of the securities convertible, exchangeable or exercisable into Common Stock as equal to (x) the sum of (i) the price for a unit of the security convertible into or exchangeable or exercisable for Common Stock and (ii) any additional consideration initially payable upon the conversion of or exchange or exercise for such security into Common Stock divided by (y) the number of shares of Common Stock initially underlying such convertible, exchangeable or exercisable security), then the Recapitalization Conversion Rate shall be increased by multiplying the Recapitalization Conversion Rate in effect at the opening of business on the date after such date of announcement by a fraction:

    (i)the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on the date of announcement, plus the total number of additional shares of Common Stock so offered for subscription or purchase (or into which the convertible, exchangeable or exercisable securities so offered are convertible, exchangeable or exercisable); and

    (ii)the denominator of which shall be the number of shares of Common Stock outstanding on the close of business on the date of announcement, plus the number of shares of Common Stock (or convertible, exchangeable or exercisable securities) which the aggregate offering price of the total number of shares of Common Stock (or convertible, exchangeable or exercisable securities) so offered for subscription or purchase (or the aggregate conversion, exchange or exercise price of the convertible, exchangeable or exercisable securities so offered) would purchase at such Closing Sale Price of the Common Stock.

    Such increase shall become effective immediately prior to the opening of business on the day following the Common Stock Record Date for such determination. To the extent that shares of Common Stock (or securities convertible, exchangeable or exercisable into shares of Common Stock) are not delivered pursuant to such rights or warrants, upon the expiration or termination of such rights or warrants, the Recapitalization Conversion Rate shall be readjusted to the Recapitalization Conversion Rate which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock (or securities convertible, exchangeable or exercisable into shares of Common Stock) actually delivered. In the event that such rights or warrants are not so issued, the Recapitalization Conversion Rate shall again be adjusted to be the Recapitalization Conversion Rate which would then be in effect if the Common Stock Record Date fixed for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Closing Sale Price, and in determining the aggregate offering pricevalue of such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants, the value of such consideration if other than cash, to be determined by the Board of Directors.

    (d)(1) In case the Corporation shall, at any time or from time to time during the Recapitalization Conversion Period, while any Series B Preferred Shares are outstanding, by dividend or otherwise, distribute to all or substantially all holders of its outstanding shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Corporation is the continuing Corporation and the shares of Common Stock are not changed or exchanged), any Distributed Assets then, in each such case, subject to paragraphs (4) and (5) of this Section 22(d), the Recapitalization Conversion Rate shall be increased by multiplying the Recapitalization Conversion Rate in effect immediately prior to the close of businesscommon stock on the Common Stock Record Date with respect to such distribution by a fraction:

    (i)the numerator of which shall be the Current Market Price; and

    (ii)the denominator of which shall be such Current Market Price, less the Fair Market Value on such date of the portion of the Distributed Assets so distributed applicable to one share of Common Stock (determined on the basis of the number of shares of Common Stock outstanding on such Record Date) on such date.

    Such increase shall become effective immediately prior to the opening of business on the day following the Common Stock Record Date for such distribution. In the event that such dividend or distribution is not so paid or made, the Recapitalization Conversion Rate shall again be adjusted to be the Recapitalization Conversion Rate which would then be in effect if such dividend or distribution had not been declared.

    (2) If the Board of Directors determines the Fair Market Value of any distribution for purposes of this Section 22(d) by reference to the actual or when issued trading market for any Distributed Assets comprising all or part of such distribution, it must in doing so consider the prices in such market over the Reference Period used in computing the Current Market Price pursuant to this Section 22(d) to the extent possible, unless the Board of Directors determines in good faith that determining the Fair Market Value during the Reference Period would not be in the best interest of the holders of the Series B Preferred Shares.

    (3) In the event any such distribution consists of a Spin Off, the Fair Market Value of the securities to be distributed shall equal the average of the Closing Sale Prices of such securities for the five consecutive Trading Days commencing on and including the sixth Trading Day of those securities after the effectiveness of the Spin Off, and the Current Market Price shall be measured for the same period. In the event, however, that an underwritten initial public offering of the securities in the Spin Off occurs simultaneously with the Spin Off, Fair Market Value of the securities distributed in the Spin Off shall mean the initial public offering price of such securities and the Current Market Price shall mean the Closing Sale Price for the Common Stock on the same Trading Day.

    (4) Rights or warrants distributed by the Corporation to all holders of the outstanding shares of Common Stock entitling them to subscribe for or purchase equity securities of the Corporation (either initially or under certain circumstances), which rights or warrants, until the occurrence of a Trigger Event, (x) are deemed to be transferred with such shares of Common Stock, (y) are not exercisable and (z) are also issued in respect of future issuances of shares of Common Stock shall be deemed not to have been distributed for purposes of this Section 22(d) (and no adjustment to the Recapitalization Conversion Rate under this Section 22(d) shall be required) until the occurrence of the earliest Trigger Event. If such right or warrant is subject to subsequent events, upon the occurrence of which such right or warrant shall become exercisable to purchase different Distributed Assets, or entitle the holder to purchase a different number or amount of the foregoing Distributed Assets or to purchase any of the foregoing Distributed Assets at a different purchase price, then the occurrence of each such event shall be deemed to be the date of issuance and Common Stock Record Date with respectexercise. Generally, the Company will be entitled to a new right or warrant (anddeduction for federal income tax purposes that corresponds as to timing and amount with the compensation income recognized by a termination or expiration ofparticipant under the existing right or warrant without exercise byforegoing rules. When a participant sells the holder thereof). In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto, that resulted in an adjustment to the Recapitalization Conversion Rate under this Section 22(d):

    (i)in the case of any such rights or warrants which shall all have been repurchased without exercise by any holders thereof, the Recapitalization Conversion Rate shall be readjusted upon such final repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share repurchase price received by a holder of Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all holders of Common Stock as of the date of such repurchase; and

    (ii)in the case of such rights or warrants which shall have expired or been terminated without exercise, the Recapitalization Conversion Rate shall be readjusted as if such rights and warrants had never been issued.

    (5) For purposes of this Section 22(d) and Section 22(a), Section 22(b) and Section 22(c), any dividend or distribution to which this Section 22(d) is applicable that also includes (x) shares of Common Stock, (y) a subdivision, split or combination of shares of Common Stock to which Section 22(b) applies or (z) rights or warrants to subscribe for or purchase shares of Common Stock to which Section 22(c) applies (or any combination thereof), shall be deemed instead to be:

    (i)a dividend or distribution of the evidences of indebtedness, assets, shares of capital stock, rights or warrants, other than such shares of Common Stock, such subdivision, split or combination or such rights or warrants to which Section 22(a), Section 22(b) and Section 22(c) apply, respectively (and any Recapitalization Conversion Rate adjustment required by this Section 22(d) with respect to such dividend or distribution shall then be made), immediately followed by

    (ii)a dividend or distribution of such shares of Common Stock, such subdivision, split or combination or such rights or warrants (and any further Recapitalization Conversion Rate increase required by Section 22(a), Section 22(b) and Section 22(c) with respect to such dividend or distribution shall then be made), except:

    (A)the Common Stock Record Date of such dividend or distribution shall be substituted as (x) “the date fixed for the determination of stockholders entitled to receive such dividend or other distribution,” “Common Stock Record Date fixed for such determinations” and “Common Stock Record Date” within the meaning of Section 22(a), (y) “the day upon which such subdivision or split becomes effective” or “the day upon which such combination becomes effective” (as applicable) within the meaning of Section 22(b), and (z) as “the Common Stock Record Date fixed for the determination of the stockholders entitled to receive such rights or warrants” and such “Common Stock Record Date” within the meaning of Section 22(c); and

    (B)any reduction or increase in the number of shares of Common Stock resulting from such subdivision, split or combination (as applicable) shall be disregarded in connection with such dividend or distribution.

    (e)In case the Corporation shall, at any time or from time to time while any Series B Preferred Shares are outstanding, by dividend or otherwise, distribute to all or substantially all holders of its outstanding shares of Common Stock during any quarterly fiscal period, cash (including any quarterly cash dividends, but excluding any cash that is distributed upon a reclassification, change, merger, consolidation, sale or other disposition to which Section 8 applies or as part of a distribution referred to in Section 22(d)) then, and in each case, immediately after the close of business on such date, the Recapitalization Conversion Rate shall be adjusted based on the following formula:

    RCR1 = RCRo x (SP/(SP-DI)) where,

    (ii)RCRo = the Recapitalization Conversion Rate in effect immediately prior to the Common Stock Record Date for such distribution;

    (iii)RCR1 = the Recapitalization Conversion Rate in effect immediately after the Common Stock Record Date for such distribution;

    (iv)SP = the average of the Closing Sale Price per share of Common Stock over the ten (10) consecutive Trading Day period prior to the Trading Day immediately preceding the earlier of the Common Stock Record Date or the ex-dividend date of such cash excess dividend or cash excess distribution; and

    (v)DI = the amount in cash per share the Corporation distributes to holders of shares of Common Stock.

    Such increase shall become effective immediately prior to the opening of business on the day following the Common Stock Record Date for such distribution. In the event that such distribution is not so made, the Recapitalization Conversion Rate shall again be adjusted to be the Recapitalization Conversion Rate which would then be in effect if such distribution had not been declared.

    (f)In case the Corporation or any of its subsidiaries or employee benefit plans of the Corporation funded with shares of the Common Stock make purchases of Common Stock pursuant to a tender offer or exchange offer that involves an aggregate consideration that exceeds ten percent (10%) of the aggregate market value of the Common Stock on the Expiration Time, the Recapitalization Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Recapitalization Conversion Rate in effect immediately prior to the close of business on the date of the Expiration Time by a fraction:

    (i)the numerator of which shall be the sum of (x) the product of (i) the number of shares of Common Stock outstanding (excluding any tendered or exchanged shares) at the Expiration Time and (ii) the Current Market Price of the Common Stock at the Expiration Time, and (y) the Fair Market Value of the aggregate consideration payable to stockholders based on acceptance (up to any maximum specified in the terms of the tender offer or exchange offer) of all shares validly tendered and not withdrawn as of the Expiration Time; and

    (ii)the denominator of which shall be the product of the number of shares of Common Stock outstanding (including any tendered or exchanged shares) at the Expiration Time and the Current Market Price of the Common Stock at the Expiration Time.

    Such increase (if any) shall become effective immediately prior to the opening of business on the day following the Expiration Time. In the event that the Corporation or any other Person is obligated to purchase shares pursuant to any such tender offer or exchange offer, but the Corporation or such other Person does not effect any such purchases or all or a portion of such purchases are rescinded, the Recapitalization Conversion Rate shall again be adjusted to be the Recapitalization Conversion Rate which would then be in effect if such (or such portion of the) tender offer or exchange offer had not been made. If the application of this Section 22(f) to any tender offer or exchange offer would result in a decrease in the Recapitalization Conversion Rate, no adjustment shall be made for such tender offer or exchange offer under this Section 22(f).

    (g)For purposes of Section 22 of this Certificate, the following terms shall have the meanings indicated:

    “Current Market Price” on any date means the average of the daily Closing Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days immediately prior to such date; provided, however, that if:

    (i)the “ex” date (as hereinafter defined) for any event (other than the issuance or distribution requiring such computation of Current Market Price) that requires an adjustment to the Recapitalization Conversion Rate pursuant to Section 22(a), Section 22(b), Section 22(c), Section 22(d), Section 22(e) or Section 22(f) occurs during such ten consecutive Trading Days, the Closing Sale Price for each Trading Day prior to the “ex” date for such other event shall be adjusted by multiplying such Closing Sale Price by the same fraction by which the Recapitalization Conversion Rate is so required to be adjusted as a result of such other event;

    (ii)

    the “ex” date for any event (other than the issuance or distribution requiring such computation of Current Market Price) that requires an adjustment to the Recapitalization Conversion Rate pursuant to Section 22(a), Section 22(b), Section 22(c), Section 22(d), Section 22(e) or Section 22(f) occurs on or after the “ex” date for the issuance or distribution requiring such computation and prior to the day in question, the Closing Sale Price for each Trading Day on and

    after the “ex” date for such other event shall be adjusted by multiplying such Closing Sale Price by the reciprocal of the fraction by which the Recapitalization Conversion Rate is so required to be adjusted as a result of such other event; and

    (iii)the “ex” date for the issuance or distribution requiring such computation is prior to the day in question, after taking into account any adjustment required pursuant to clause (i) or (ii) of this proviso, the Closing Sale Price for each Trading Day on or after such “ex” date shall be adjusted by adding thereto the amount of any cash and the Fair Market Value (as determined by the Board of Directors in a manner consistent with any determination of such value for purposes of Section 22(d), Section 22(e) or Section 22(f)) of the evidences of indebtedness, shares of capital stock or assets being distributed applicable to one share of Common Stock as of the close of business on the day before such “ex” date.

    For purposes of any computation under this Section 22, if the “ex” date for any event (other than the tender offer requiring such computation) that requires an adjustment to the Recapitalization Conversion Rate pursuant to Section 22(a), Section 22(b), Section 22(c), Section 22(d), Section 22(e) or Section 22(f) occurs on or after the Expiration Time for the tender or exchange offer requiring such computation and prior to the day in question, the Closing Sale Price for each Trading Day on and after the “ex” date for such other event shall be adjusted by multiplying such Closing Sale Price by the reciprocal of the fraction by which the Recapitalization Conversion Rate is so required to be adjustedcommon stock acquired as a result of such other event. Forthe exercise of a non-statutory option or SAR, any appreciation (or depreciation) in the value of the shares of common stock after the exercise date is treated as long- or short-term capital gain (or loss) for federal income tax purposes, depending on the holding period. The shares of this paragraph, the term “ex” date, when used:common stock must be held for more than 12 months to qualify for long-term capital gain treatment.

    (A)with respect to any issuance or distribution, means the first date on which the Common Stock trade regular way on the relevant exchange or in the relevant market from which the Closing Sale Price was obtained without the right to receive such issuance or distribution;

    (B)with respect to any subdivision, split or combination of Common Stock, means the first date on which the Common Stock trade regular way on such exchange or in such market after the time at which such subdivision, split or combination becomes effective; and

    (C)with respect to any tender offer or exchange offer, means the first date on which the Common Stock trade regular way on such exchange or in such market after the Expiration Time of such offer.

    Notwithstanding the foregoing, whenever successive adjustments to the Recapitalization Conversion Rate are called for        Other Awards: Restricted Stock, Performance Awards, Stock Payments, and Phantom Shares.    A participant will recognize ordinary compensation income upon receipt of cash pursuant to this Section 22, such adjustments shall bean award or, if earlier, at the time the cash is otherwise made available for the participant to draw upon. Individuals will not have taxable income at the Current Market Price as may be necessarytime of grant of a phantom award, but rather, will generally recognize ordinary compensation income at the time he or appropriate to effectuate the intentshe receives cash or shares of this Section 22 and to avoid unjust or inequitable results as determinedcommon stock in good faith by the Board of Directors.

    “Fair Market Value” means the amount which a willing buyer would pay a willing seller in an arm’s length transaction (as determined by the Board of Directors, whose determination shall be made in good faith and, absent manifest error, shall be final and binding on holderssettlement of the Series B Preferred Shares).

    “Common Stock Record Date” means, with respect to any dividend, distribution or other transaction or eventphantom award, as applicable, in which the holders of Common Stock have the right to receive any cash, securities or other property or in which the Common Stock (or other applicable security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of stockholders entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

    (h)

    The Corporation shall be entitled to make such additional increases in the Recapitalization Conversion Rate, in addition to those required by Section 22(a), Section 22(b), Section 22(c), Section 22(d),

    Section 22(e) or Section 22(f), if the Board of Directors determines that it is advisable, in order that any dividend or distribution of Common Stock, any subdivision, reclassification or combination of Common Stock or any issuance of rights or warrants referred to above, or any event treated as such for United States federal income tax purposes, shall not be taxable to the holders of Common Stock for United States federal income tax purposes or to diminish any such tax.

    (i)To the extent permitted by law, the Corporation may, from time to time, increase the Recapitalization Conversion Rate for a period of at least twenty (20) Trading Days if the Board of Directors determines that such an increase would be in the Corporation’s best interests. Any such determination by Board of Directors shall be conclusive. The Corporation shall give holders of Series B Preferred Shares at least fifteen (15) Trading Days’ notice of any such increase in the Recapitalization Conversion Rate.

    (j)The Corporation shall not be required to make an adjustment in the Recapitalization Conversion Rate unless the adjustment would require a change of at least one percent (1.0%) in the Recapitalization Conversion Rate. However, any adjustments that are not required to be made because they would have required an increase or decrease of less than one percent (1.0%) shall be carried forward and taken into account in any subsequent adjustment of the Recapitalization Conversion Rate or in connection with any conversion of the Series B Preferred Stock. Except as described in this Section 22, the Corporation shall not adjust the Recapitalization Conversion Rate for any issuance of our shares of Common Stock or any securities convertible into or exchangeable or exercisable for its shares of Common Stock or rights to purchase its shares of Common Stock or such convertible, exchangeable or exercisable securities.

    (k)In the event that at any time, as a result of an adjustment made pursuant to this Section 22, the holder of any Series B Preferred Shares thereafter surrendered for conversion shall become entitled to receive any shares of Capital Stock of the Corporation other than Common Stock into which the Series B Preferred Shares originally were convertible, the Recapitalization Conversion Rate of such other shares so receivable upon conversion of any such Series B Preferred Share shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to Common Stock contained in subparagraphs (a) through (l) of this Section 22, and any other applicable provisions of this Certificate with respect to the Common Stock shall apply on like or similar terms to any such other shares.

    (l)To the extent the Corporation has a rights plan in effect upon conversion of the Series B Preferred Shares for shares of Common Stock, the holder will receive, in addition to the shares of Common Stock, the rights under the rights plan unless the rights have separated from the shares of Common Stock prior to the time of conversion, in which case the Recapitalization Conversion Rate shall be adjusted at the time of separation as if the Corporation made a distribution referred to in Section 22(d) above (without regard to any of the exceptions there).

    FOURTH: This Certificate of Amendment to Certificate of Designation was duly adopted by the Corporation’s directors and stockholders in accordance with the applicable provisions of Sections 242 of the DGCL.

    [Signature Page Follows]

    IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to Certificate of Designation on the date first written above.

    GOODRICH PETROLEUM

    CORPORATION

    By:

    Name:Michael J. Killelea
    Title:Senior Vice President, General Counsel and Corporate Secretary

    SIGNATURE PAGETO CERTIFICATEOF AMENDMENTTO

    CERTIFICATEOF DESIGNATIONOF

    5.375% SERIES B CUMULATIVE CONVERTIBLE PREFERRED STOCKOF

    GOODRICH PETROLEUM CORPORATION

    APPENDIX B

    CERTIFICATE OF AMENDMENT

    TO

    CERTIFICATE OF DESIGNATIONS OF

    10.00% SERIES C CUMULATIVE PREFERRED STOCK OF

    GOODRICH PETROLEUM CORPORATION

                        , 2016

    Pursuant to Section 242 of the Delaware General Corporation Law (“DGCL”), Goodrich Petroleum Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:

    FIRST: Article THIRD of the Certificate of Designations of 10.00% Series C Cumulative Preferred Stock of the Corporation (the “Certificate of Designations”) is hereby amended by adding the following defined terms to Section 1:

    “Capital Stock” means any equity security of the Company, including the Common Stock and the Preferred Stock of the Company.

    “Closing Sale Price” means, with regard to shares of the Common Stock, on any date, the closing sale price per share (or if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) on such date as reported on the principal United States national or regional securities exchange on which shares of the Common Stock are traded or, if shares of the Common Stock are not listed on a United States national or regional securities exchange, as reported by NASDAQ, or, if shares of the Common Stock are not reported by NASDAQ, as reported on the OTC Markets marketplace, or in the absence of such a quotation, the Company shall determine the closing sale price, in good faith, on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate.

    “Common Stock” means the common stock, par value $0.20 per share, of the Company.

    “Common Stock Record Date” has the meaning set forth in Section 11(g).

    “Company Recapitalization Conversion Date” has the meaning set forth in Section 10(b) of this Series C Certificate of Designations.

    “Company Recapitalization Conversion Option” has the meaning set forth in Section 10(a) of this Series C Certificate of Designations.

    “Distributed Assets” has the meaning set forth in Section 11(d)(1) of this Series C Certificate of Designations.

    “Expiration Time” has the meaning set forth in Section 11(f) of this Series C Certificate of Designations.

    “Global Preferred Stock” means fully registered global certificates with a global securities legend and a restricted securities legend.

    “Person” shall mean any individual, corporation, general or limited partnership, limited liability partnership, joint venture, association, joint-stock company, trust, limited liability company, unincorporated organization or government or any agency or political subdivision thereof.

    “Record Date” shall mean the March 1, June 1, September 1 or December 1 next preceding the applicable Dividend Payment Date.

    “Reference Period” has the meaning set forth in Section 11(d)(2) of this Series C Certificate of Designations.

    “Recapitalization Conversion Notice” has the meaning set forth in Section 10(b) of this Series C Certificate of Designations.

    “Recapitalization Conversion Period” has the meaning set forth in Section 10(b) of this Series C Certificate of Designations.

    “Recapitalization Conversion Rate” has the meaning set forth in Section 10(a) of this Series C Certificate of Designations.

    “Recapitalization Conversion Value” means an amount equal to the productcash or the fair market value of the applicable Recapitalization Conversion Rate (as adjusted) multipliedshares of common stock received.

            A recipient of restricted stock or performance award generally will be subject to tax at ordinary income tax rates on the fair market value of the shares of common stock when received, reduced by any amount paid by the number of Series C Preferred Shares.

    “Series C Exchange Offer” meansrecipient; however, if the Company’s offer to exchange any and all outstanding Series C Preferred Shares for newly issued shares of the Company’s Common Stock, upon the termscommon stock are not transferable and are subject to the conditions set fortha substantial risk of forfeiture when received, a participant will recognize ordinary compensation income in the offer to exchange (as supplemented or amended from time to time) filed on Schedule TO with the Securities and Exchange Commission on January 26, 2016, as amended and restated on February 5, 2016.

    “Series C Preferred Shares” means the depositary shares each representing a 1/1000th ownership interest in a share of 10.00% Series C Cumulative Preferred Stock, par value $1.00 per share, of the Company.

    “Spin Off” has the meaning set forth in Section 11(d)(3) of this Series C Certificate of Designations.

    “Trading Day” shall mean a day during which trading in securities generally occurs on the New York Stock Exchange or, if the Common Stock is not listed on the New York Stock Exchange, on the principal other United States national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not listed on a United States national or regional securities exchange, on NASDAQ or, if the Common Stock is not quoted on NASDAQ, on OTC Markets marketplace or, if the Common Stock is not quoted on the OTC Markets marketplace, on the principal other market on which the Common Stock is then traded.

    “Trigger Event” has the meaning set forth in Section 11(d)(4) of this Series C Certificate of Designations.

    SECOND: Article THIRD of the Certificate of Designations is hereby amended by adding the following sections to the end thereof:

    10. Company Recapitalization Conversion Option.

    (a)On a date that is no later than ninety (90) days following the closing of the Series C Exchange Offer, the Company shall have the option to cause all of the outstanding Series C Preferred Shares to be automatically converted into that number of fully paid and non-assessable shares of Common Stock initially at a conversion rate (the “Recapitalization Conversion Rate”) of 4.449 shares of Common Stock per $25.00 liquidation preference, which is equivalent to a conversion price of approximately $5.62 per share of Common Stock (subject to adjustment in accordance with the provisions of Section 11 of this Series C Certificate of Designations) (“Company Recapitalization Conversion Option”).

    (b)

    To exercise the Company Recapitalization Conversion Option right set forth in this Section 10, the Company must issue a press release for publication through the Dow Jones News Service or Bloomberg Business News (or, if such organizations are not in existence at the time of issuance of such press release, such other news or press organization as is reasonably calculated to broadly disseminate the relevant information to the public) announcing the Company’s intention to exercise such a Company Recapitalization Conversion Option. The Company shall also give notice by mail or by publication to

    the Series C Preferred Holders (the “Recapitalization Conversion Notice”) (not more than five (5) Trading Days after the date of the press release) of the Company Recapitalization Conversion Option announcing the Company’s intention to exercise the Company Recapitalization Conversion Option. The Company shall select a conversion date to exercise the Company Recapitalization Conversion Option (the “Company Recapitalization Conversion Date”), which date shall be no more than five (5) days after the date on which the Company issues such press release and no more than an aggregate of ninety (90) days following closing of the Series C Exchange Offer (the “Recapitalization Conversion Period”). In addition to any information required by applicable law or regulation, the press release and Recapitalization Conversion Notice shall state, as appropriate: (i) the Company Recapitalization Conversion Date; (ii) the number of shares of Common Stock to be issued upon conversion of each Series C Preferred Share; (iii) the number of Series C Preferred Shares to be converted; and (iv) that dividends on the Series C Preferred Shares to be converted will cease to accumulate on the Company Recapitalization Conversion Date.

    (c)Upon exercise of the Company Recapitalization Conversion Option and surrender of the Series C Preferred Shares by a holder thereof, the Company shall issue and shall deliver or cause to be issued and delivered to such holder, or to such other person on such holder’s written order, (a) one or more certificates representing the number of validly issued, fully paid and non-assessable full shares of Common Stock to which a holder of the Series C Preferred Shares being converted, or a holder’s transferee, shall be entitled and (b) any fractional interest in respect of a share of Common Stock arising upon such conversion shall be settled as provided in Section 10(g).

    (d)Each conversion shall be deemed to have been made at the close of business on the Company Recapitalization Conversion Date so that the rights of the holder thereof as to the Series C Preferred Shares being converted will cease except for the right to receive the Recapitalization Conversion Value, and, if applicable, the Person entitled to receive shares of Common Stock shall be treated for all purposes as having become the record holder of those shares of Common Stock at that time.

    (e)In lieu of the foregoing procedures, if the Series C Preferred Shares are held in global form, each holder of beneficial interests in the Global Preferred Stock must comply with the procedures of DTC to convert such holder’s beneficial interests in respect of the Series C Preferred Shares evidenced by the Global Preferred Stock.

    (f)If the Company exercises the Company Recapitalization Conversion Option, no dividends (including, for the avoidance of doubt, any accumulated and unpaid dividends, whether or not in arrears as of the Company Recapitalization Conversion Date) shall be payable to the holder of the converted shares.

    (g)In connection with the conversion of any Series C Preferred Shares, no fractional shares of Common Stock shall be issued, but the Company shall pay a cash amount in lieu of issuing any fractional share in an amount equal to the fractional interest multiplied by the Closing Sale Price on the Trading Day immediately prior to the Company Recapitalization Conversion Date. If more than one Series C Preferred Share will be surrendered for conversion by the same holder at the same time, the number of full shares of Common Stock issuable on conversion of those Series C Preferred Shares shall be computed on the basis of the total number of Series C Preferred Shares so surrendered.

    11. Adjustment of Recapitalization Conversion Rate.

    (a)In case the Company shall, at any time or from time to time during the Recapitalization Conversion Period, while any Series C Preferred Shares are outstanding, issue Common Stock as a dividend or distribution to all or substantially all holders of Common Stock, then the Recapitalization Conversion Rate in effect immediately prior to the close of business on the Common Stock Record Date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be increased by multiplying such Recapitalization Conversion Rate by a fraction:

    (i)the numerator of which shall be the sum of the total number of shares of Common Stock outstanding at the close of business on such Common Stock Record Date and the total number of shares of Common Stock constituting such dividend or other distribution; and

    (ii)the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on such Common Stock Record Date.

    Such increase shall become effective immediately prior to the opening of business on the day following the Common Stock Record Date fixed for such determination. If any dividend or distribution of the type described in this Section 11(a) is declared but not so paid or made, the Recapitalization Conversion Rate shall again be adjusted to the Recapitalization Conversion Rate which would then be in effect if such dividend or distribution had not been declared.

    (b)In case the Company shall, at any time or from time to time during the Recapitalization Conversion Period, while any Series C Preferred Shares are outstanding, subdivide, reclassify or split its outstanding shares of Common Stock into a greater number of shares of Common Stock, the Recapitalization Conversion Rate in effect immediately prior to the opening of business on the day following the day upon which such subdivision, reclassification or split becomes effective shall be proportionately increased, and, conversely, in case the Company shall, at any time or from time to time during the Recapitalization Conversion Period, while any of the Series C Preferred Shares are outstanding, combine or reclassify its outstanding shares of Common Stock into a smaller number of shares of Common Stock, the Recapitalization Conversion Rate in effect immediately prior to the opening of business on the day following the day upon which such combination or reclassification becomes effective shall be proportionately reduced, such increase or reduction, as the case may be, to become effective immediately prior to the opening of business on the day following the day upon which such subdivision, reclassification, split or combination becomes effective, so that the holder of any Series C Preferred Share thereafter surrendered for conversion shall be entitled to receive that number of shares of Common Stock which it would have received had such Series C Preferred Share been converted immediately prior to the happening of such event adjusted as a result of such event.

    (c)

    In case the Company shall, at any time or from time to time during the Recapitalization Conversion Period, while any Series C Preferred Shares are outstanding, issue rights or warrants for a period expiring within sixty (60) days to all or substantially all holders of its outstanding Common Stock entitling them to subscribe for or purchase Common Stock (or securities convertible into or exchangeable or exercisable for Common Stock), at a price per share of Common Stock (or having a conversion, exchange or exercise price per share of Common Stock) less than the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the announcement by public notice of such issuance or distribution (treating the conversion, exchange or exercise price per share of Common Stock of the securities convertible, exchangeable or exercisable into Common Stock as equal to (x) the sum of (i) the price for a unit of the security convertible into or exchangeable or exercisable for Common Stock and (ii) any additional consideration initially payable upon the conversion of or exchange or exercise for such security into Common Stock divided by (y) the number of shares of Common Stock initially underlying such convertible, exchangeable or exercisable security), then the

    Recapitalization Conversion Rate shall be increased by multiplying the Recapitalization Conversion Rate in effect at the opening of business on the date after such date of announcement by a fraction:

    (i)the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on the date of announcement, plus the total number of additional shares of Common Stock so offered for subscription or purchase (or into which the convertible, exchangeable or exercisable securities so offered are convertible, exchangeable or exercisable); and

    (ii)the denominator of which shall be the number of shares of Common Stock outstanding on the close of business on the date of announcement, plus the number of shares of Common Stock (or convertible, exchangeable or exercisable securities) which the aggregate offering price of the total number of shares of Common Stock (or convertible, exchangeable or exercisable securities) so offered for subscription or purchase (or the aggregate conversion, exchange or exercise price of the convertible, exchangeable or exercisable securities so offered) would purchase at such Closing Sale Price of the Common Stock.

    Such increase shall become effective immediately prior to the opening of business on the day following the Common Stock Record Date for such determination. To the extent that shares of Common Stock (or securities convertible, exchangeable or exercisable into shares of Common Stock) are not delivered pursuant to such rights or warrants, upon the expiration or termination of such rights or warrants, the Recapitalization Conversion Rate shall be readjusted to the Recapitalization Conversion Rate which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock (or securities convertible, exchangeable or exercisable into shares of Common Stock) actually delivered. In the event that such rights or warrants are not so issued, the Recapitalization Conversion Rate shall again be adjusted to be the Recapitalization Conversion Rate which would then be in effect if the Common Stock Record Date fixed for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Closing Sale Price, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants, the value of such consideration if other than cash, to be determined by the Board of Directors.

    (d)

    (1) In case the Company shall, at any time or from time to time during the Recapitalization Conversion Period, while any Series C Preferred Shares are outstanding, by dividend or otherwise, distribute to all or substantially all holders of its outstanding shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing Company and the shares of Common Stock are not changed or exchanged), shares of its Capital Stock, evidences of its indebtedness or other assets, including securities (including capital stock of any subsidiary of the Company), but excluding (i) dividends or distributions of Common Stock referred to in Section 11(a), (ii) any rights or warrants referred to in Section 11(c), (iii) dividends and distributions paid exclusively in cash referred to in Section 11(e) and (iv) dividends and distributions of stock, securities or other property or assets (including cash) in connection with any reclassification or change of the outstanding shares of Common Stock, any merger or consolidation of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive shares of stock, other securities or other property or assets (including cash, with respect to or in exchange for such Common Stock, or any sale or other disposition of all or substantially all of the property and assets of the Company to any other Person as a result of which holders of Common Stock shall be entitled to receive shares of stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock (such capital stock, evidence of its indebtedness, other assets or securities being distributed hereinafter in this Section 11(d) called the “Distributed Assets”), then, in each such case, subject to paragraphs (4) and (5) of this Section 11(d), the Recapitalization Conversion Rate shall be increased by

    multiplying the Recapitalization Conversion Rate in effect immediately prior to the close of business on the Common Stock Record Date with respect to such distribution by a fraction:

    (i)the numerator of which shall be the Current Market Price; and

    (ii)the denominator of which shall be such Current Market Price, less the Fair Market Value on such date of the portion of the Distributed Assets so distributed applicable to one share of Common Stock (determined on the basis of the number of shares of Common Stock outstanding on such Record Date) on such date.

    Such increase shall become effective immediately prior to the opening of business on the day following the Common Stock Record Date for such distribution. In the event that such dividend or distribution is not so paid or made, the Recapitalization Conversion Rate shall again be adjusted to be the Recapitalization Conversion Rate which would then be in effect if such dividend or distribution had not been declared.

    (2) If the Board of Directors determines the Fair Market Value of any distribution for purposes of this Section 11(d) by reference to the actual or when issued trading market for any Distributed Assets comprising all or part of such distribution, it must in doing so consider the prices in such market over the same period (the “Reference Period”) used in computing the Current Market Price pursuant to this Section 11(d) to the extent possible, unless the Board of Directors determines in good faith that determining the Fair Market Value during the Reference Period would not be in the best interest of the holders of the Series C Preferred Shares.

    (3) In the event any such distribution consists of shares of capital stock of, or similar equity interests in, one or more of the Company’s subsidiaries (a “Spin Off”), the Fair Market Value of the securities to be distributed shall equal the average of the Closing Sale Prices of such securities for the five consecutive Trading Days commencing on and including the sixth Trading Day of those securities after the effectiveness of the Spin Off, and the Current Market Price shall be measured for the same period. In the event, however, that an underwritten initial public offering of the securities in the Spin Off occurs simultaneously with the Spin Off, Fair Market Value of the securities distributed in the Spin Off shall mean the initial public offering price of such securities and the Current Market Price shall mean the Closing Sale Price for the Common Stock on the same Trading Day.

    (4) Rights or warrants distributed by the Company to all holders of the outstanding shares of Common Stock entitling them to subscribe for or purchase equity securities of the Company (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events (“Trigger Event”), (x) are deemed to be transferred with such shares of Common Stock, (y) are not exercisable and (z) are also issued in respect of future issuances of shares of Common Stock shall be deemed not to have been distributed for purposes of this Section 11(d) (and no adjustment to the Recapitalization Conversion Rate under this Section 11(d) shall be required) until the occurrence of the earliest Trigger Event. If such right or warrant is subject to subsequent events, upon the occurrence of which such right or warrant shall become exercisable to purchase different Distributed Assets, or entitle the holder to purchase a different number or amount of the foregoing Distributed Assets or to purchase any of the foregoing Distributed Assets at a different purchase price, then the occurrence of each such event shall be deemed to be the date of issuance and Common Stock Record Date with respect to a new right or warrant (and a termination or expiration of the existing right or warrant without exercise by the holder thereof). In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto, that resulted in an adjustment to the Recapitalization Conversion Rate under this Section 11(d):

    (i)

    in the case of any such rights or warrants which shall all have been repurchased without exercise by any holders thereof, the Recapitalization Conversion Rate shall be readjusted upon such final

    repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share repurchase price received by a holder of Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all holders of Common Stock as of the date of such repurchase; and

    (ii)in the case of such rights or warrants which shall have expired or been terminated without exercise, the Recapitalization Conversion Rate shall be readjusted as if such rights and warrants had never been issued.

    (5) For purposes of this Section 11(d) and Section 11(a), Section 11(b) and Section 11(c), any dividend or distribution to which this Section 11(d) is applicable that also includes (x) shares of Common Stock, (y) a subdivision, split or combination of shares of Common Stock to which Section 11(b) applies or (z) rights or warrants to subscribe for or purchase shares of Common Stock to which Section 11(c) applies (or any combination thereof), shall be deemed instead to be:

    (i)a dividend or distribution of the evidences of indebtedness, assets, shares of capital stock, rights or warrants, other than such shares of Common Stock, such subdivision, split or combination or such rights or warrants to which Section 11(a), Section 11(b) and Section 11(c) apply, respectively (and any Recapitalization Conversion Rate adjustment required by this Section 11(d) with respect to such dividend or distribution shall then be made), immediately followed by

    (ii)a dividend or distribution of such shares of Common Stock, such subdivision, split or combination or such rights or warrants (and any further Recapitalization Conversion Rate increase required by Section 11(a), Section 11(b) and Section 11(c) with respect to such dividend or distribution shall then be made), except:

    (A)the Common Stock Record Date of such dividend or distribution shall be substituted as (x) “the date fixed for the determination of stockholders entitled to receive such dividend or other distribution,” “Common Stock Record Date fixed for such determinations” and “Common Stock Record Date” within the meaning of Section 11(a), (y) “the day upon which such subdivision or split becomes effective” or “the day upon which such combination becomes effective” (as applicable) within the meaning of Section 11(b), and (z) as “the Common Stock Record Date fixed for the determination of the stockholders entitled to receive such rights or warrants” and such “Common Stock Record Date” within the meaning of Section 11(c); and

    (B)any reduction or increase in the number of shares of Common Stock resulting from such subdivision, split or combination (as applicable) shall be disregarded in connection with such dividend or distribution.

    (e)In case the Company shall, at any time or from time to time while any Series C Preferred Shares are outstanding, by dividend or otherwise, distribute to all or substantially all holders of its outstanding shares of Common Stock during any quarterly fiscal period, cash (including any quarterly cash dividends, but excluding any cash that is distributed upon a reclassification, change, merger, consolidation, sale or other disposition to which Section 8 applies or as part of a distribution referred to in Section 11(d)) then, and in each case, immediately after the close of business on such date, the Recapitalization Conversion Rate shall be adjusted based on the following formula:

    RCR1 = RCRo x (SP/(SP-DI)) where,

    (ii)RCRo = the Recapitalization Conversion Rate in effect immediately prior to the Common Stock Record Date for such distribution;

    (iii)RCR1 = the Recapitalization Conversion Rate in effect immediately after the Common Stock Record Date for such distribution;

    (iv)SP = the average of the Closing Sale Price per share of Common Stock over the ten (10) consecutive Trading Day period prior to the Trading Day immediately preceding the earlier of the Common Stock Record Date or the ex-dividend date of such cash excess dividend or cash excess distribution; and

    (v)DI = the amount in cash per share the Company distributes to holders of shares of Common Stock.

    Such increase shall become effective immediately prior to the opening of business on the day following the Common Stock Record Date for such distribution. In the event that such distribution is not so made, the Recapitalization Conversion Rate shall again be adjusted to be the Recapitalization Conversion Rate which would then be in effect if such distribution had not been declared.

    (f)In case the Company or any of its subsidiaries or employee benefit plans of the Company funded with shares of the Common Stock make purchases of Common Stock pursuant to a tender offer or exchange offer that involves an aggregate consideration that exceeds ten percent (10%) of the aggregate market value of the Common Stock on the expiration of such tender offer or exchange offer (the “Expiration Time”), the Recapitalization Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Recapitalization Conversion Rate in effect immediately prior to the close of business on the date of the Expiration Time by a fraction:

    (i)the numerator of which shall be the sum of (x) the product of (i) the number of shares of Common Stock outstanding (excluding any tendered or exchanged shares) at the Expiration Time and (ii) the Current Market Price of the Common Stock at the Expiration Time, and (y) the Fair Market Value of the aggregate consideration payable to stockholders based on acceptance (up to any maximum specified in the terms of the tender offer or exchange offer) of all shares validly tendered and not withdrawn as of the Expiration Time; and

    (ii)the denominator of which shall be the product of the number of shares of Common Stock outstanding (including any tendered or exchanged shares) at the Expiration Time and the Current Market Price of the Common Stock at the Expiration Time.

    Such increase (if any) shall become effective immediately prior to the opening of business on the day following the Expiration Time. In the event that the Company or any other Person is obligated to purchase shares pursuant to any such tender offer or exchange offer, but the Company or such other Person does not effect any such purchases or all or a portion of such purchases are rescinded, the Recapitalization Conversion Rate shall again be adjusted to be the Recapitalization Conversion Rate which would then be in effect if such (or such portion of the) tender offer or exchange offer had not been made. If the application of this Section 11(f) to any tender offer or exchange offer would result in a decrease in the Recapitalization Conversion Rate, no adjustment shall be made for such tender offer or exchange offer under this Section 11(f).

    (g)For purposes of Section 11 of this Series C Certificate of Designations, the following terms shall have the meanings indicated:

    “Current Market Price” on any date means the average of the daily Closing Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days immediately prior to such date; provided, however, that if:

    (i)the “ex” date (as hereinafter defined) for any event (other than the issuance or distribution requiring such computation of Current Market Price) that requires an adjustment to the Recapitalization Conversion Rate pursuant to Section 11(a), Section 11(b), Section 11(c), Section 11(d), Section 11(e) or Section 11(f) occurs during such ten consecutive Trading Days, the Closing Sale Price for each Trading Day prior to the “ex” date for such other event shall be adjusted by multiplying such Closing Sale Price by the same fraction by which the Recapitalization Conversion Rate is so required to be adjusted as a result of such other event;

    (ii)the “ex” date for any event (other than the issuance or distribution requiring such computation of Current Market Price) that requires an adjustment to the Recapitalization Conversion Rate pursuant to Section 11(a), Section 11(b), Section 11(c), Section 11(d), Section 11(e) or Section 11(f) occurs on or after the “ex” date for the issuance or distribution requiring such computation and prior to the day in question, the Closing Sale Price for each Trading Day on and after the “ex” date for such other event shall be adjusted by multiplying such Closing Sale Price by the reciprocal of the fraction by which the Recapitalization Conversion Rate is so required to be adjusted as a result of such other event; and

    (iii)the “ex” date for the issuance or distribution requiring such computation is prior to the day in question, after taking into account any adjustment required pursuant to clause (i) or (ii) of this proviso, the Closing Sale Price for each Trading Day on or after such “ex” date shall be adjusted by adding thereto the amount of any cash and the Fair Market Value (as determined by the Board of Directors in a manner consistent with any determination of such value for purposes of Section 11(d), Section 11(e) or Section 11(f)) of the evidences of indebtedness, shares of capital stock or assets being distributed applicable to one share of Common Stock as of the close of business on the day before such “ex” date.

    For purposes of any computation under this Section 11, if the “ex” date for any event (other than the tender offer requiring such computation) that requires an adjustment to the Recapitalization Conversion Rate pursuant to Section 11(a), Section 11(b), Section 11(c), Section 11(d), Section 11(e) or Section 11(f) occurs on or after the Expiration Time for the tender or exchange offer requiring such computation and prior to the day in question, the Closing Sale Price for each Trading Day on and after the “ex” date for such other event shall be adjusted by multiplying such Closing Sale Price by the reciprocal of the fraction by which the Recapitalization Conversion Rate is so required to be adjusted as a result of such other event. For purposes of this paragraph, the term “ex” date, when used:

    (A)with respect to any issuance or distribution, means the first date on which the Common Stock trade regular way on the relevant exchange or in the relevant market from which the Closing Sale Price was obtained without the right to receive such issuance or distribution;

    (B)with respect to any subdivision, split or combination of Common Stock, means the first date on which the Common Stock trade regular way on such exchange or in such market after the time at which such subdivision, split or combination becomes effective; and

    (C)with respect to any tender offer or exchange offer, means the first date on which the Common Stock trade regular way on such exchange or in such market after the Expiration Time of such offer.

    Notwithstanding the foregoing, whenever successive adjustments to the Recapitalization Conversion Rate are called for pursuant to this Section 11, such adjustments shall be made to the Current Market Price as may be necessary or appropriate to effectuate the intent of this Section 11 and to avoid unjust or inequitable results as determined in good faith by the Board of Directors.

    “Fair Market Value” means the amount which a willing buyer would pay a willing seller in an arm’s length transaction (as determined by the Board of Directors, whose determination shall be made in good faith and, absent manifest error, shall be final and binding on holders of the Series C Preferred Shares).

    “Common Stock Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of Common Stock have the right to receive any cash, securities or other property or in which the Common Stock (or other applicable security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of stockholders entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

    (h)The Company shall be entitled to make such additional increases in the Recapitalization Conversion Rate, in addition to those required by Section 11(a), Section 11(b), Section 11(c), Section 11(d), Section 11(e) or Section 11(f), if the Board of Directors determines that it is advisable, in order that any dividend or distribution of Common Stock, any subdivision, reclassification or combination of Common Stock or any issuance of rights or warrants referred to above, or any event treated as such for United States federal income tax purposes, shall not be taxable to the holders of Common Stock for United States federal income tax purposes or to diminish any such tax.

    (i)To the extent permitted by law, the Company may, from time to time, increase the Recapitalization Conversion Rate for a period of at least twenty (20) Trading Days if the Board of Directors determines that such an increase would be in the Company’s best interests. Any such determination by Board of Directors shall be conclusive. The Company shall give holders of Series C Preferred Shares at least fifteen (15) Trading Days’ notice of any such increase in the Recapitalization Conversion Rate.

    (j)The Company shall not be required to make an adjustment in the Recapitalization Conversion Rate unless the adjustment would require a change of at least one percent (1.0%) in the Recapitalization Conversion Rate. However, any adjustments that are not required to be made because they would have required an increase or decrease of less than one percent (1.0%) shall be carried forward and taken into account in any subsequent adjustment of the Recapitalization Conversion Rate or in connection with any conversion of the Series C Preferred Stock. Except as described in this Section 11, the Company shall not adjust the Recapitalization Conversion Rate for any issuance of our shares of Common Stock or any securities convertible into or exchangeable or exercisable for its shares of Common Stock or rights to purchase its shares of Common Stock or such convertible, exchangeable or exercisable securities.

    (k)In the event that at any time, as a result of an adjustment made pursuant to this Section 11, the holder of any Series C Preferred Shares thereafter surrendered for conversion shall become entitled to receive any shares of Capital Stock of the Company other than Common Stock into which the Series C Preferred Shares originally were convertible, the Recapitalization Conversion Rate of such other shares so receivable upon conversion of any such Series C Preferred Share shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to Common Stock contained in subparagraphs (a) through (l) of this Section 11, and any other applicable provisions of this Series C Certificate of Designations with respect to the Common Stock shall apply on like or similar terms to any such other shares.

    (l)To the extent the Company has a rights plan in effect upon conversion of the Series C Preferred Shares for shares of Common Stock, the holder will receive, in addition to the shares of Common Stock, the rights under the rights plan unless the rights have separated from the shares of Common Stock prior to the time of conversion, in which case the Recapitalization Conversion Rate shall be adjusted at the time of separation as if the Company made a distribution referred to in Section 11(d) above (without regard to any of the exceptions there).

    THIRD: This Certificate of Amendment to Certificate of Designations was duly adopted by the Corporation’s directors and stockholders in accordance with the applicable provisions of Section 242 of the DGCL.

    [Signature Page Follows]

    IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to Certificate of Designations on the date first written above.

    GOODRICH PETROLEUM

    CORPORATION

    By:

    Name:Michael J. Killelea
    Title:Senior Vice President, General Counsel and Corporate Secretary

    SIGNATURE PAGETO CERTIFICATEOF AMENDMENTTO

    CERTIFICATEOF DESIGNATIONSOF

    10.00% SERIES C CUMULATIVE PREFERRED STOCKOF

    GOODRICH PETROLEUM CORPORATION

    APPENDIX C

    CERTIFICATE OF AMENDMENT

    TO

    CERTIFICATE OF DESIGNATIONS OF

    9.75% SERIES D CUMULATIVE PREFERRED STOCK OF

    GOODRICH PETROLEUM CORPORATION

                        , 2016

    Pursuant to Section 242 of the Delaware General Corporation Law (“DGCL”), Goodrich Petroleum Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:

    FIRST: Article THIRD of the Certificate of Designations of 9.75% Series D Cumulative Preferred Stock of the Corporation (the “Certificate of Designations”) is hereby amended by adding the following defined terms to Section 1:

    “Capital Stock” means any equity security of the Company, including the Common Stock and the Preferred Stock of the Company.

    “Closing Sale Price” means, with regard to shares of the Common Stock, on any date, the closing sale price per share (or if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) on such date as reported on the principal United States national or regional securities exchange on which shares of the Common Stock are traded or, if shares of the Common Stock are not listed on a United States national or regional securities exchange, as reported by NASDAQ, or, if shares of the Common Stock are not reported by NASDAQ, as reported on the OTC Markets marketplace, or in the absence of such a quotation, the Company shall determine the closing sale price, in good faith, on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate.

    “Common Stock” means the common stock, par value $0.20 per share, of the Company.

    “Common Stock Record Date” has the meaning set forth in Section 11(g).

    “Company Recapitalization Conversion Date” has the meaning set forth in Section 10(b) of this Series D Certificate of Designations.

    “Company Recapitalization Conversion Option” has the meaning set forth in Section 10(a) of this Series D Certificate of Designations.

    “Distributed Assets” has the meaning set forth in Section 11(d)(1) of this Series D Certificate of Designations.

    “Expiration Time” has the meaning set forth in Section 11(f) of this Series D Certificate of Designations.

    “Global Preferred Stock” means fully registered global certificates with a global securities legend and a restricted securities legend.

    “Person” shall mean any individual, corporation, general or limited partnership, limited liability partnership, joint venture, association, joint-stock company, trust, limited liability company, unincorporated organization or government or any agency or political subdivision thereof.

    “Record Date” shall mean the March 1, June 1, September 1 or December 1 next preceding the applicable Dividend Payment Date.

    “Reference Period” has the meaning set forth in Section 11(d)(2) of this Series D Certificate of Designations.

    “Recapitalization Conversion Notice” has the meaning set forth in Section 10(b) of this Series D Certificate of Designations.

    “Recapitalization Conversion Period” has the meaning set forth in Section 10(b) of this Series D Certificate of Designations.

    “Recapitalization Conversion Rate” has the meaning set forth in Section 10(a) of this Series D Certificate of Designations.

    “Recapitalization Conversion Value” means an amount equal to the productfair market value of the applicable Recapitalization Conversion Rate (as adjusted) multiplied by the number of Series D Preferred Shares.

    “Series D Exchange Offer” means the Company’s offer to exchange any and all outstanding Series D Preferred Shares for newly issued shares of common stock (i) when the Company’s Common Stock, upon the termsshares of common stock first become transferable and are no longer subject to the conditions set fortha substantial risk of forfeiture, in the offer to exchange (as supplemented or amended from time to time) filed on Schedule TO with the Securities and Exchange Commission on January 26, 2016, as amended and restated on February 5, 2016.

    “Series D Preferred Shares” means the depositary shares each representingcases where a 1/1000th ownership interest inparticipant does not make a share of 9.75% Series D Cumulative Preferred Stock, par value $1.00 per share,valid election under Section 83(b) of the Company.

    “Spin Off” hasCode, or (ii) when the meaning set forthaward is received, in cases where a participant makes a valid election under Section 11(d)(3) of this Series D Certificate of Designations.

    “Trading Day” shall mean a day during which trading in securities generally occurs on the New York Stock Exchange or, if the Common Stock is not listed on the New York Stock Exchange, on the principal other United States national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not listed on a United States national or regional securities exchange, on NASDAQ or, if the Common Stock is not quoted on NASDAQ, on OTC Markets marketplace or, if the Common Stock is not quoted on the OTC Markets marketplace, on the principal other market on which the Common Stock is then traded.

    “Trigger Event” has the meaning set forth in Section 11(d)(4) of this Series D Certificate of Designations.

    SECOND: Article THIRD83(b) of the Certificate of DesignationsCode. If a Section 83(b) election is hereby amended by adding the following sections to the end thereof:

    10. Company Recapitalization Conversion Option.

    (a)On a date that is no later than ninety (90) days following the closing of the Series D Exchange Offer, the Company shall have the option to cause all of the outstanding Series D Preferred Shares to be automatically converted into that number of fully paid and non-assessable shares of Common Stock initially at a conversion rate (the “Recapitalization Conversion Rate”) of 4.449 shares of Common Stock per $25.00 liquidation preference, which is equivalent to a conversion price of approximately $5.62 per share of Common Stock (subject to adjustment in accordance with the provisions of Section 11 of this Series D Certificate of Designations) (“Company Recapitalization Conversion Option”).

    (b)

    To exercise the Company Recapitalization Conversion Option right set forth in this Section 10, the Company must issue a press release for publication through the Dow Jones News Service or Bloomberg Business News (or, if such organizations are not in existence at the time of issuance of such press release, such other news or press organization as is reasonably calculated to broadly disseminate the relevant information to the public) announcing the Company’s intention to exercise such a Company Recapitalization Conversion Option. The Company shall also give notice by mail or by publication to the Series D Preferred Holders (the “Recapitalization Conversion Notice”) (not more than five (5) Trading Days after the date of the press release) of the Company Recapitalization Conversion Option

    announcing the Company’s intention to exercise the Company Recapitalization Conversion Option. The Company shall select a conversion date to exercise the Company Recapitalization Conversion Option (the “Company Recapitalization Conversion Date”), which date shall be no more than five (5) days after the date on which the Company issues such press release and no more than an aggregate of ninety (90) days following closing of the Series D Exchange Offer (the “Recapitalization Conversion Period”). In addition to any information required by applicable law or regulation, the press release and Recapitalization Conversion Notice shall state, as appropriate: (i) the Company Recapitalization Conversion Date; (ii) the number of shares of Common Stock to be issued upon conversion of each Series D Preferred Share; (iii) the number of Series D Preferred Shares to be converted; and (iv) that dividends on the Series D Preferred Shares to be converted will cease to accumulate on the Company Recapitalization Conversion Date.

    (c)Upon exercise of the Company Recapitalization Conversion Option and surrender of the Series D Preferred Shares by a holder thereof, the Company shall issue and shall deliver or cause to be issued and delivered to such holder, or to such other person on such holder’s written order, (a) one or more certificates representing the number of validly issued, fully paid and non-assessable full shares of Common Stock to which a holder of the Series D Preferred Shares being converted, or a holder’s transferee, shall be entitled and (b) any fractional interest in respect of a share of Common Stock arising upon such conversion shall be settled as provided in Section 10(g).

    (d)Each conversion shall be deemed to have been made at the close of business on the Company Recapitalization Conversion Date so that the rights of the holder thereof as to the Series D Preferred Shares being converted will cease except for the right to receive the Recapitalization Conversion Value, and, if applicable, the Person entitled to receive shares of Common Stock shall be treated for all purposes as having become the record holder of those shares of Common Stock at that time.

    (e)In lieu of the foregoing procedures, if the Series D Preferred Shares are held in global form, each holder of beneficial interests in the Global Preferred Stock must comply with the procedures of DTC to convert such holder’s beneficial interests in respect of the Series D Preferred Shares evidenced by the Global Preferred Stock.

    (f)If the Company exercises the Company Recapitalization Conversion Option, no dividends (including, for the avoidance of doubt, any accumulated and unpaid dividends, whether or not in arrears as of the Company Recapitalization Conversion Date) shall be payable to the holder of the converted shares.

    (g)In connection with the conversion of any Series D Preferred Shares, no fractional shares of Common Stock shall be issued, but the Company shall pay a cash amount in lieu of issuing any fractional share in an amount equal to the fractional interest multiplied by the Closing Sale Price on the Trading Day immediately prior to the Company Recapitalization Conversion Date. If more than one Series D Preferred Share will be surrendered for conversion by the same holder at the same time, the number of full shares of Common Stock issuable on conversion of those Series D Preferred Shares shall be computed on the basis of the total number of Series D Preferred Shares so surrendered.

    11. Adjustment of Recapitalization Conversion Rate.

    (a)In case the Company shall, at any time or from time to time during the Recapitalization Conversion Period, while any Series D Preferred Shares are outstanding, issue Common Stock as a dividend or distribution to all or substantially all holders of Common Stock, then the Recapitalization Conversion Rate in effect immediately prior to the close of business on the Common Stock Record Date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be increased by multiplying such Recapitalization Conversion Rate by a fraction:

    (i)the numerator of which shall be the sum of the total number of shares of Common Stock outstanding at the close of business on such Common Stock Record Date and the total number of shares of Common Stock constituting such dividend or other distribution; and

    (ii)the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on such Common Stock Record Date.

    Such increase shall become effective immediately prior to the opening of business on the day following the Common Stock Record Date fixed for such determination. If any dividend or distribution of the type described in this Section 11(a) is declared but not so paid or made, the Recapitalization Conversion Rate shall again be adjusted to the Recapitalization Conversion Rate which would then be in effect if such dividend or distribution had not been declared.

    (b)In case the Company shall, at any time or from time to time during the Recapitalization Conversion Period, while any Series D Preferred Shares are outstanding, subdivide, reclassify or split its outstanding shares of Common Stock into a greater number of shares of Common Stock, the Recapitalization Conversion Rate in effect immediately prior to the opening of business on the day following the day upon which such subdivision, reclassification or split becomes effective shall be proportionately increased, and, conversely, in case the Company shall, at any time or from time to time during the Recapitalization Conversion Period, while any of the Series D Preferred Shares are outstanding, combine or reclassify its outstanding shares of Common Stock into a smaller number of shares of Common Stock, the Recapitalization Conversion Rate in effect immediately prior to the opening of business on the day following the day upon which such combination or reclassification becomes effective shall be proportionately reduced, such increase or reduction, as the case may be, to become effective immediately prior to the opening of business on the day following the day upon which such subdivision, reclassification, split or combination becomes effective, so that the holder of any Series D Preferred Share thereafter surrendered for conversion shall be entitled to receive that number of shares of Common Stock which it would have received had such Series D Preferred Share been converted immediately prior to the happening of such event adjusted as a result of such event.

    (c)In case the Company shall, at any time or from time to time during the Recapitalization Conversion Period, while any Series D Preferred Shares are outstanding, issue rights or warrants for a period expiring within sixty (60) days to all or substantially all holders of its outstanding Common Stock entitling them to subscribe for or purchase Common Stock (or securities convertible into or exchangeable or exercisable for Common Stock), at a price per share of Common Stock (or having a conversion, exchange or exercise price per share of Common Stock) less than the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the announcement by public notice of such issuance or distribution (treating the conversion, exchange or exercise price per share of Common Stock of the securities convertible, exchangeable or exercisable into Common Stock as equal to (x) the sum of (i) the price for a unit of the security convertible into or exchangeable or exercisable for Common Stock and (ii) any additional consideration initially payable upon the conversion of or exchange or exercise for such security into Common Stock divided by (y) the number of shares of Common Stock initially underlying such convertible, exchangeable or exercisable security), then the Recapitalization Conversion Rate shall be increased by multiplying the Recapitalization Conversion Rate in effect at the opening of business on the date after such date of announcement by a fraction:

    (i)the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on the date of announcement, plus the total number of additional shares of Common Stock so offered for subscription or purchase (or into which the convertible, exchangeable or exercisable securities so offered are convertible, exchangeable or exercisable); and

    (ii)the denominator of which shall be the number of shares of Common Stock outstanding on the close of business on the date of announcement, plus the number of shares of Common Stock (or convertible, exchangeable or exercisable securities) which the aggregate offering price of the total number of shares of Common Stock (or convertible, exchangeable or exercisable securities) so offered for subscription or purchase (or the aggregate conversion, exchange or exercise price of the convertible, exchangeable or exercisable securities so offered) would purchase at such Closing Sale Price of the Common Stock.

    Such increase shall become effective immediately prior to the opening of business on the day following the Common Stock Record Date for such determination. To the extent that shares of Common Stock (or securities convertible, exchangeable or exercisable into shares of Common Stock)common stock are subsequently forfeited, the recipient will not delivered pursuantbe allowed to such rights or warrants, upon the expiration or termination of such rights or warrants, the Recapitalization Conversion Rate shall be readjusted to the Recapitalization Conversion Rate which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock (or securities convertible, exchangeable or exercisable into shares of Common Stock) actually delivered. In the event that such rights or warrants are not so issued, the Recapitalization Conversion Rate shall again be adjusted to be the Recapitalization Conversion Rate which would then be in effect if the Common Stock Record Date fixedtake a deduction for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Closing Sale Price, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants, the value of such consideration if other than cash, to be determined by the Boardforfeited shares of Directors.

    (d)(1) In case the Company shall, at any time or from time to time during the Recapitalization Conversion Period, while any Series D Preferred Shares are outstanding, by dividend or otherwise, distribute to all or substantially all holders of its outstanding shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing Company and the shares of Common Stock are not changed or exchanged), shares of its Capital Stock, evidences of its indebtedness or other assets, including securities (including capital stock of any subsidiary of the Company), but excluding (i) dividends or distributions of Common Stock referred to in Section 11(a), (ii) any rights or warrants referred to in Section 11(c), (iii) dividends and distributions paid exclusively in cash referred to in Section 11(e) and (iv) dividends and distributions of stock, securities or other property or assets (including cash) in connection with any reclassification or change of the outstanding shares of Common Stock, any merger or consolidation of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive shares of stock, other securities or other property or assets (including cash, with respect to or in exchange for such Common Stock, or any sale or other disposition of all or substantially all of the property and assets of the Company to any other Person as a result of which holders of Common Stock shall be entitled to receive shares of stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock (such capital stock, evidence of its indebtedness, other assets or securities being distributed hereinafter in this Section 11(d) called the “Distributed Assets”), then, in each such case, subject to paragraphs (4) and (5) of this Section 11(d), the Recapitalization Conversion Rate shall be increased by multiplying the Recapitalization Conversion Rate in effect immediately prior to the close of business on the Common Stock Record Date with respect to such distribution by a fraction:

    (i)the numerator of which shall be the Current Market Price; and

    (ii)the denominator of which shall be such Current Market Price, less the Fair Market Value on such date of the portion of the Distributed Assets so distributed applicable to one share of Common Stock (determined on the basis of the number of shares of Common Stock outstanding on such Record Date) on such date.

    Such increase shall become effective immediately prior to the opening of business on the day following the Common Stock Record Date for such distribution. In the event that such dividend or distribution is not so paid or made, the Recapitalization Conversion Rate shall again be adjusted to be the Recapitalization Conversion Rate which would then be in effect if such dividend or distribution hadcommon stock. If a Section 83(b) election has not been declared.

    (2) If the Board of Directors determines the Fair Market Value ofmade, any distribution for purposes of this Section 11(d) by reference to the actual or when issued trading market for any Distributed Assets

    comprising all or part of such distribution, it must in doing so consider the prices in such market over the same period (the “Reference Period”) used in computing the Current Market Price pursuant to this Section 11(d) to the extent possible, unless the Board of Directors determines in good faith that determining the Fair Market Value during the Reference Period would not be in the best interest of the holders of the Series D Preferred Shares.

    (3) In the event any such distribution consists of shares of capital stock of, or similar equity interests in, one or more of the Company’s subsidiaries (a “Spin Off”), the Fair Market Value of the securities to be distributed shall equal the average of the Closing Sale Prices of such securities for the five consecutive Trading Days commencing on and including the sixth Trading Day of those securities after the effectiveness of the Spin Off, and the Current Market Price shall be measured for the same period. In the event, however, that an underwritten initial public offering of the securities in the Spin Off occurs simultaneously with the Spin Off, Fair Market Value of the securities distributed in the Spin Off shall mean the initial public offering price of such securities and the Current Market Price shall mean the Closing Sale Price for the Common Stock on the same Trading Day.

    (4) Rights or warrants distributed by the Company to all holders of the outstanding shares of Common Stock entitling them to subscribe for or purchase equity securities of the Company (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events (“Trigger Event”), (x) are deemed to be transferred with such shares of Common Stock, (y) are not exercisable and (z) are also issued in respect of future issuances of shares of Common Stock shall be deemed not to have been distributed for purposes of this Section 11(d) (and no adjustment to the Recapitalization Conversion Rate under this Section 11(d) shall be required) until the occurrence of the earliest Trigger Event. If such right or warrant is subject to subsequent events, upon the occurrence of which such right or warrant shall become exercisable to purchase different Distributed Assets, or entitle the holder to purchase a different number or amount of the foregoing Distributed Assets or to purchase any of the foregoing Distributed Assets at a different purchase price, then the occurrence of each such event shall be deemed to be the date of issuance and Common Stock Record Datedividends received with respect to restricted stock that are subject at that time to a new rightrisk of forfeiture or warrant (andrestrictions on transfer generally will be treated as compensation that is taxable as ordinary income to the recipient; otherwise the dividends will be treated as dividends.

            A participant who is an employee will be subject to withholding for federal, and generally for state and local, income taxes at the time he recognizes income under the rules described above. The tax basis in the shares of common stock received by a termination or expiration ofparticipant will equal the existing right or warrant without exerciseamount recognized by the holder thereof). In addition, inparticipant as compensation income under the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the typerules described in the preceding sentence) with respect thereto, that resultedparagraph, and the participant's capital gains holding period in an adjustment to the Recapitalization Conversion Rate under this Section 11(d):

    (i)in the case of any such rights or warrants which shall all have been repurchased without exercise by any holders thereof, the Recapitalization Conversion Rate shall be readjusted upon such final repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share repurchase price received by a holder of Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all holders of Common Stock as of the date of such repurchase; and

    (ii)in the case of such rights or warrants which shall have expired or been terminated without exercise, the Recapitalization Conversion Rate shall be readjusted as if such rights and warrants had never been issued.

    (5) For purposes of this Section 11(d) and Section 11(a), Section 11(b) and Section 11(c), any dividend or distribution to which this Section 11(d) is applicable that also includes (x)those shares of Common Stock, (y) a subdivision, split or combinationcommon stock will commence on the later of the date the shares of Common Stock to which Section 11(b) appliescommon stock are received or (z) rights or warrants to subscribe for or purchase shares of Common Stock to which Section 11(c) applies (or any combination thereof), shall be deemed instead to be:

    (i)

    a dividend or distribution of the evidences of indebtedness, assets, shares of capital stock, rights or warrants, other than such shares of Common Stock, such subdivision, split or combination or such

    rights or warrants to which Section 11(a), Section 11(b) and Section 11(c) apply, respectively (and any Recapitalization Conversion Rate adjustment required by this Section 11(d) with respect to such dividend or distribution shall then be made), immediately followed by

    (ii)a dividend or distribution of such shares of Common Stock, such subdivision, split or combination or such rights or warrants (and any further Recapitalization Conversion Rate increase required by Section 11(a), Section 11(b) and Section 11(c) with respect to such dividend or distribution shall then be made), except:

    (A)the Common Stock Record Date of such dividend or distribution shall be substituted as (x) “the date fixed for the determination of stockholders entitled to receive such dividend or other distribution,” “Common Stock Record Date fixed for such determinations” and “Common Stock Record Date” within the meaning of Section 11(a), (y) “the day upon which such subdivision or split becomes effective” or “the day upon which such combination becomes effective” (as applicable) within the meaning of Section 11(b), and (z) as “the Common Stock Record Date fixed for the determination of the stockholders entitled to receive such rights or warrants” and such “Common Stock Record Date” within the meaning of Section 11(c); and

    (B)any reduction or increase in the number of shares of Common Stock resulting from such subdivision, split or combination (as applicable) shall be disregarded in connection with such dividend or distribution.

    (e)In case the Company shall, at any time or from time to time while any Series D Preferred Shares are outstanding, by dividend or otherwise, distribute to all or substantially all holders of its outstanding shares of Common Stock during any quarterly fiscal period, cash (including any quarterly cash dividends, but excluding any cash that is distributed upon a reclassification, change, merger, consolidation, sale or other disposition to which Section 8 applies or as part of a distribution referred to in Section 11(d)) then, and in each case, immediately after the close of business on such date, the Recapitalization Conversion Rate shall be adjusted based on the following formula:

    RCR1 = RCRo x (SP/(SP-DI)) where,

    (ii)RCRo = the Recapitalization Conversion Rate in effect immediately prior to the Common Stock Record Date for such distribution;

    (iii)RCR1 = the Recapitalization Conversion Rate in effect immediately after the Common Stock Record Date for such distribution;

    (iv)SP = the average of the Closing Sale Price per share of Common Stock over the ten (10) consecutive Trading Day period prior to the Trading Day immediately preceding the earlier of the Common Stock Record Date or the ex-dividend date of such cash excess dividend or cash excess distribution; and

    (v)DI = the amount in cash per share the Company distributes to holders of shares of Common Stock.

    Such increase shall become effective immediately prior to the opening of business on the day following the Common Stock Record Date for such distribution. In the event that such distribution is not so made, the Recapitalization Conversion Rate shall again be adjusted to be the Recapitalization Conversion Rate which would then be in effect if such distribution had not been declared.

    (f)

    In case the Company or any of its subsidiaries or employee benefit plans of the Company funded with shares of the Common Stock make purchases of Common Stock pursuant to a tender offer or exchange offer that involves an aggregate consideration that exceeds ten percent (10%) of the aggregate market

    value of the Common Stock on the expiration of such tender offer or exchange offer (the “Expiration Time”), the Recapitalization Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Recapitalization Conversion Rate in effect immediately prior to the close of business on the date of the Expiration Time by a fraction:

    (i)the numerator of which shall be the sum of (x) the product of (i) the number of shares of Common Stock outstanding (excluding any tendered or exchanged shares) at the Expiration Time and (ii) the Current Market Price of the Common Stock at the Expiration Time, and (y) the Fair Market Value of the aggregate consideration payable to stockholders based on acceptance (up to any maximum specified in the terms of the tender offer or exchange offer) of all shares validly tendered and not withdrawn as of the Expiration Time; and

    (ii)the denominator of which shall be the product of the number of shares of Common Stock outstanding (including any tendered or exchanged shares) at the Expiration Time and the Current Market Price of the Common Stock at the Expiration Time.

    Such increase (if any) shall become effective immediately prior to the opening of business on the day following the Expiration Time. In the event thatrestrictions lapse. Generally, the Company or any other Person is obligatedwill be entitled to purchase shares pursuanta deduction for federal income tax purposes that corresponds as to any such tender offer or exchange offer, buttiming and amount with the Company or such other Person does not effect any such purchases or all orcompensation income recognized by a portion of such purchases are rescinded, the Recapitalization Conversion Rate shall again be adjusted to be the Recapitalization Conversion Rate which would then be in effect if such (or such portion of the) tender offer or exchange offer had not been made. If the application of this Section 11(f) to any tender offer or exchange offer would result in a decrease in the Recapitalization Conversion Rate, no adjustment shall be made for such tender offer or exchange offerparticipant under this Section 11(f).

    (g)For purposes of Section 11 of this Series D Certificate of Designations, the following terms shall have the meanings indicated:

    “Current Market Price” on any date means the average of the daily Closing Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days immediately prior to such date; provided, however, that if:

    (i)the “ex” date (as hereinafter defined) for any event (other than the issuance or distribution requiring such computation of Current Market Price) that requires an adjustment to the Recapitalization Conversion Rate pursuant to Section 11(a), Section 11(b), Section 11(c), Section 11(d), Section 11(e) or Section 11(f) occurs during such ten consecutive Trading Days, the Closing Sale Price for each Trading Day prior to the “ex” date for such other event shall be adjusted by multiplying such Closing Sale Price by the same fraction by which the Recapitalization Conversion Rate is so required to be adjusted as a result of such other event;

    (ii)the “ex” date for any event (other than the issuance or distribution requiring such computation of Current Market Price) that requires an adjustment to the Recapitalization Conversion Rate pursuant to Section 11(a), Section 11(b), Section 11(c), Section 11(d), Section 11(e) or Section 11(f) occurs on or after the “ex” date for the issuance or distribution requiring such computation and prior to the day in question, the Closing Sale Price for each Trading Day on and after the “ex” date for such other event shall be adjusted by multiplying such Closing Sale Price by the reciprocal of the fraction by which the Recapitalization Conversion Rate is so required to be adjusted as a result of such other event; and

    (iii)

    the “ex” date for the issuance or distribution requiring such computation is prior to the day in question, after taking into account any adjustment required pursuant to clause (i) or (ii) of this proviso, the Closing Sale Price for each Trading Day on or after such “ex” date shall be adjusted

    by adding thereto the amount of any cash and the Fair Market Value (as determined by the Board of Directors in a manner consistent with any determination of such value for purposes of Section 11(d), Section 11(e) or Section 11(f)) of the evidences of indebtedness, shares of capital stock or assets being distributed applicable to one share of Common Stock as of the close of business on the day before such “ex” date.

    For purposes of any computation under this Section 11, if the “ex” date for any event (other than the tender offer requiring such computation) that requires an adjustment to the Recapitalization Conversion Rate pursuant to Section 11(a), Section 11(b), Section 11(c), Section 11(d), Section 11(e) or Section 11(f) occurs on or after the Expiration Time for the tender or exchange offer requiring such computation and prior to the day in question, the Closing Sale Price for each Trading Day on and after the “ex” date for such other event shall be adjusted by multiplying such Closing Sale Price by the reciprocal of the fraction by which the Recapitalization Conversion Rate is so required to be adjusted as a result of such other event. For purposes of this paragraph, the term “ex” date, when used:

    (A)with respect to any issuance or distribution, means the first date on which the Common Stock trade regular way on the relevant exchange or in the relevant market from which the Closing Sale Price was obtained without the right to receive such issuance or distribution;

    (B)with respect to any subdivision, split or combination of Common Stock, means the first date on which the Common Stock trade regular way on such exchange or in such market after the time at which such subdivision, split or combination becomes effective; and

    (C)with respect to any tender offer or exchange offer, means the first date on which the Common Stock trade regular way on such exchange or in such market after the Expiration Time of such offer.

    Notwithstanding the foregoing whenever successive adjustments to the Recapitalization Conversion Rate are called for pursuant to this Section 11, such adjustments shall be made to the Current Market Price as may be necessary or appropriate to effectuate the intent of this Section 11 and to avoid unjust or inequitable results as determined in good faith by the Board of Directors.rules.

    “Fair Market Value” means the amount which a willing buyer would pay a willing seller in an arm’s length transaction (as determined by the Board of Directors, whose determination shall be made in good faith and, absent manifest error, shall be final and binding on holders of the Series D Preferred Shares).

    “Common Stock Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of Common Stock have the right to receive any cash, securities or other property or in which the Common Stock (or other applicable security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of stockholders entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

    (h)The Company shall be entitled to make such additional increases in the Recapitalization Conversion Rate, in addition to those required by Section 11(a), Section 11(b), Section 11(c), Section 11(d), Section 11(e) or Section 11(f), if the Board of Directors determines that it is advisable, in order that any dividend or distribution of Common Stock, any subdivision, reclassification or combination of Common Stock or any issuance of rights or warrants referred to above, or any event treated as such for United States federal income tax purposes, shall not be taxable to the holders of Common Stock for United States federal income tax purposes or to diminish any such tax.

    (i)

    To the extent permitted by law, the Company may, from time to time, increase the Recapitalization Conversion Rate for a period of at least twenty (20) Trading Days if the Board of Directors determines that such an increase would be in the Company’s best interests. Any such determination by Board of

    Directors shall be conclusive. The Company shall give holders of Series D Preferred Shares at least fifteen (15) Trading Days’ notice of any such increase in the Recapitalization Conversion Rate.

    (j)The Company shall not be required to make an adjustment in the Recapitalization Conversion Rate unless the adjustment would require a change of at least one percent (1.0%) in the Recapitalization Conversion Rate. However, any adjustments that are not required to be made because they would have required an increase or decrease of less than one percent (1.0%) shall be carried forward and taken into account in any subsequent adjustment of the Recapitalization Conversion Rate or in connection with any conversion of the Series D Preferred Stock. Except as described in this Section 11, the Company shall not adjust the Recapitalization Conversion Rate for any issuance of our shares of Common Stock or any securities convertible into or exchangeable or exercisable for its shares of Common Stock or rights to purchase its shares of Common Stock or such convertible, exchangeable or exercisable securities.

    (k)In the event that at any time, as a result of an adjustment made pursuant to this Section 11, the holder of any Series D Preferred Shares thereafter surrendered for conversion shall become entitled to receive any shares of Capital Stock of the Company other than Common Stock into which the Series D Preferred Shares originally were convertible, the Recapitalization Conversion Rate of such other shares so receivable upon conversion of any such Series D Preferred Share shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to Common Stock contained in subparagraphs (a) through (l) of this Section 11, and any other applicable provisions of this Series D Certificate of Designations with respect to the Common Stock shall apply on like or similar terms to any such other shares.

    (l)To the extent the Company has a rights plan in effect upon conversion of the Series D Preferred Shares for shares of Common Stock, the holder will receive, in addition to the shares of Common Stock, the rights under the rights plan unless the rights have separated from the shares of Common Stock prior to the time of conversion, in which case the Recapitalization Conversion Rate shall be adjusted at the time of separation as if the Company made a distribution referred to in Section 11(d) above (without regard to any of the exceptions there).

    THIRD: This Certificate of Amendment to Certificate of Designations was duly adopted by the Corporation’s directors and stockholders in accordance with the applicable provisions of Section 242 of the DGCL.

    [Signature Page Follows]

    IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to Certificate of Designations on the date first written above.


     

    GOODRICH PETROLEUM CORPORATION

    By:

    Name: 

    		Michael J. Killelea

    Title:

    		Senior Vice President, General Counsel and Corporate Secretary

    SIGNATURE PAGETO CERTIFICATEOF AMENDMENTTO

    CERTIFICATEOF DESIGNATIONSOF

    9.75% SERIES D CUMULATIVE PREFERRED STOCKOF

    GOODRICH PETROLEUM CORPORATION

    APPENDIX D

    CERTIFICATE OF AMENDMENT

    TO

    CERTIFICATE OF DESIGNATION OF

    10.00% SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK OF

    - 0 GOODRICH PETROLEUM CORPORATION

                        , 2016

    Pursuant to Section 242 of the Delaware General Corporation Law (“DGCL”), Goodrich Petroleum Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:

    FIRST: Section 1 of the Certificate of Designation of 10.00% Series E Cumulative Convertible Preferred Stock of the Corporation (the “Certificate of Designation”) is hereby amended by adding the following defined terms:

    “Company Recapitalization Conversion Date” shall have the meaning set forth in Section 22(b) of this Certificate.

    “Company Recapitalization Conversion Option” shall have the meaning set forth in Section 22(a) of this Certificate.

    “Recapitalization Conversion Notice” shall have the meaning set forth in Section 22(b) of this Certificate.

    “Recapitalization Conversion Period” shall have the meaning set forth in Section 22(b) of this Certificate.

    “Recapitalization Conversion Rate” shall have the meaning set forth in Section 22(a) of this Certificate.

    “Recapitalization Conversion Rate” shall mean an amount equal to the product of the applicable Recapitalization Conversion Rate (as adjusted) multiplied by the number of Series E Preferred Shares.

    “Series E Exchange Offer” shall mean the Corporation’s offer to exchange any and all outstanding Series E Preferred Shares for newly issued shares of the Corporation’s Common Stock, upon the terms and subject to the conditions set forth in the offer to exchange (as supplemented or amended from time to time) filed on Schedule TO with the Commission on January 26, 2016, as amended and restated on February 5, 2016.

    SECOND: Section 1 of the Certificate of Designation is hereby amended by amending and restating the following definitions in their entirety:

    “Closing Sale Price” shall mean, with regard to shares of the Common Stock, on any date, the closing sale price per share (or if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) on such date as reported on the principal United States national or regional securities exchange on which shares of the Common Stock are traded or, if shares of the Common Stock are not listed on a United States national or regional securities exchange, as reported by NASDAQ, or, if shares of the Common Stock are not reported by NASDAQ, as reported on the OTC Markets marketplace, or in the absence of such a quotation, the Company shall determine the closing sale price, in good faith, on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate.

    “Trading Day” shall mean a day during which trading in securities generally occurs on the New York Stock Exchange or, if the Common Stock is not listed on the New York Stock Exchange, on the principal other United States national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not listed on a United States national or regional securities exchange, on NASDAQ or, if

    the Common Stock is not quoted on NASDAQ, on OTC Markets marketplace or, if the Common Stock is not quoted on the OTC Markets marketplace, on the principal other market on which the Common Stock is then traded.

    THIRD: The Certificate of Designation is hereby amended by adding the following sections to the end thereof:

    Section 22.    Company Recapitalization Conversion Option.

    (a)On a date that is no later than ninety (90) days following the closing of the Series E Exchange Offer, the Corporation shall have the option to cause all of the outstanding Series E Preferred Shares to be automatically converted into that number of fully paid and non-assessable shares of Common Stock initially at a conversion rate (the “Recapitalization Conversion Rate”) of 5.188 shares of Common Stock per $10.00 liquidation preference, which is equivalent to a conversion price of approximately $1.93 per share of Common Stock (subject to adjustment in accordance with the provisions of Section 22 of this Certificate) (“Company Recapitalization Conversion Option”).

    (b)To exercise the Company Recapitalization Conversion Option right set forth in this Section 22, the Corporation must issue a press release for publication through the Dow Jones News Service or Bloomberg Business News (or, if such organizations are not in existence at the time of issuance of such press release, such other news or press organization as is reasonably calculated to broadly disseminate the relevant information to the public) announcing the Corporation’s intention to exercise such a Company Recapitalization Conversion Option. The Corporation shall also give notice by mail or by publication to the Series E Preferred Holders (the “Recapitalization Conversion Notice”) (not more than five (5) Trading Days after the date of the press release) of the Company Recapitalization Conversion Option announcing the Corporation’s intention to exercise the Company Recapitalization Conversion Option. The Corporation shall select a conversion date to exercise the Company Recapitalization Conversion Option (the “Company Recapitalization Conversion Date”), which date shall be no more than five (5) days after the date on which the Corporation issues such press release and no more than an aggregate of ninety (90) days following closing of the Series E Exchange Offer (the “Recapitalization Conversion Period”). In addition to any information required by applicable law or regulation, the press release and Recapitalization Conversion Notice shall state, as appropriate: (i) the Company Recapitalization Conversion Date; (ii) the number of shares of Common Stock to be issued upon conversion of each Series E Preferred Share; (iii) the number of Series E Preferred Shares to be converted; and (iv) that dividends on the Series E Preferred Shares to be converted will cease to accumulate on the Company Recapitalization Conversion Date.

    (c)Upon exercise of the Company Recapitalization Conversion Option and surrender of the Series E Preferred Shares by a holder thereof, the Corporation shall issue and shall deliver or cause to be issued and delivered to such holder, or to such other person on such holder’s written order, (a) one or more certificates representing the number of validly issued, fully paid and non-assessable full shares of Common Stock to which a holder of the Series E Preferred Shares being converted, or a holder’s transferee, shall be entitled and (b) any fractional interest in respect of a share of Common Stock arising upon such conversion shall be settled as provided in Section 22(g).

    (d)Each conversion shall be deemed to have been made at the close of business on the Company Recapitalization Conversion Date so that the rights of the holder thereof as to the Series E Preferred Shares being converted will cease except for the right to receive the Recapitalization Conversion Value, and, if applicable, the Person entitled to receive shares of Common Stock shall be treated for all purposes as having become the record holder of those shares of Common Stock at that time.

    (e)In lieu of the foregoing procedures, if the Series E Preferred Shares are held in global form, each holder of beneficial interests in the Global Preferred Stock must comply with the procedures of DTC to convert such holder’s beneficial interests in respect of the Series E Preferred Shares evidenced by the Global Preferred Stock.

    (f)If the Corporation exercises the Company Recapitalization Conversion Option, no dividends (including, for the avoidance of doubt, any accumulated and unpaid dividends, whether or not in arrears as of the Company Recapitalization Conversion Date) shall be payable to the holder of the converted shares.

    (g)In connection with the conversion of any Series E Preferred Shares, no fractional shares of Common Stock shall be issued, but the Corporation shall pay a cash amount in lieu of issuing any fractional share in an amount equal to the fractional interest multiplied by the Closing Sale Price on the Trading Day immediately prior to the Company Recapitalization Conversion Date. If more than one Series E Preferred Share will be surrendered for conversion by the same holder at the same time, the number of full shares of Common Stock issuable on conversion of those Series E Preferred Shares shall be computed on the basis of the total number of Series E Preferred Shares so surrendered.

    Section 23.    Adjustment of Recapitalization Conversion Rate.

    (a)In case the Corporation shall, at any time or from time to time during the Recapitalization Conversion Period, while any Series E Preferred Shares are outstanding, issue Common Stock as a dividend or distribution to all or substantially all holders of Common Stock, then the Recapitalization Conversion Rate in effect immediately prior to the close of business on the Common Stock Record Date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be increased by multiplying such Recapitalization Conversion Rate by a fraction:

    (i)the numerator of which shall be the sum of the total number of shares of Common Stock outstanding at the close of business on such Common Stock Record Date and the total number of shares of Common Stock constituting such dividend or other distribution; and

    (ii)the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on such Common Stock Record Date.

    Such increase shall become effective immediately prior to the opening of business on the day following the Common Stock Record Date fixed for such determination. If any dividend or distribution of the type described in this Section 23(a) is declared but not so paid or made, the Recapitalization Conversion Rate shall again be adjusted to the Recapitalization Conversion Rate which would then be in effect if such dividend or distribution had not been declared.

    (b)In case the Corporation shall, at any time or from time to time during the Recapitalization Conversion Period, while any Series E Preferred Shares are outstanding, subdivide, reclassify or split its outstanding shares of Common Stock into a greater number of shares of Common Stock, the Recapitalization Conversion Rate in effect immediately prior to the opening of business on the day following the day upon which such subdivision, reclassification or split becomes effective shall be proportionately increased, and, conversely, in case the Corporation shall, at any time or from time to time during the Recapitalization Conversion Period, while any of the Series E Preferred Shares are outstanding, combine or reclassify its outstanding shares of Common Stock into a smaller number of shares of Common Stock, the Recapitalization Conversion Rate in effect immediately prior to the opening of business on the day following the day upon which such combination or reclassification becomes effective shall be proportionately reduced, such increase or reduction, as the case may be, to become effective immediately prior to the opening of business on the day following the day upon which such subdivision, reclassification, split or combination becomes effective, so that the holder of any Series E Preferred Share thereafter surrendered for conversion shall be entitled to receive that number of shares of Common Stock which it would have received had such Series E Preferred Share been converted immediately prior to the happening of such event adjusted as a result of such event.

    (c)

    In case the Corporation shall, at any time or from time to time during the Recapitalization Conversion Period, while any Series E Preferred Shares are outstanding, issue rights or warrants for a period expiring within sixty (60) days to all or substantially all holders of its outstanding Common Stock entitling them to subscribe for or purchase Common Stock (or securities convertible into or

    exchangeable or exercisable for Common Stock), at a price per share of Common Stock (or having a conversion, exchange or exercise price per share of Common Stock) less than the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the announcement by public notice of such issuance or distribution (treating the conversion, exchange or exercise price per share of Common Stock of the securities convertible, exchangeable or exercisable into Common Stock as equal to (x) the sum of (i) the price for a unit of the security convertible into or exchangeable or exercisable for Common Stock and (ii) any additional consideration initially payable upon the conversion of or exchange or exercise for such security into Common Stock divided by (y) the number of shares of Common Stock initially underlying such convertible, exchangeable or exercisable security), then the Recapitalization Conversion Rate shall be increased by multiplying the Recapitalization Conversion Rate in effect at the opening of business on the date after such date of announcement by a fraction:

    (i)the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on the date of announcement, plus the total number of additional shares of Common Stock so offered for subscription or purchase (or into which the convertible, exchangeable or exercisable securities so offered are convertible, exchangeable or exercisable); and

    (ii)the denominator of which shall be the number of shares of Common Stock outstanding on the close of business on the date of announcement, plus the number of shares of Common Stock (or convertible, exchangeable or exercisable securities) which the aggregate offering price of the total number of shares of Common Stock (or convertible, exchangeable or exercisable securities) so offered for subscription or purchase (or the aggregate conversion, exchange or exercise price of the convertible, exchangeable or exercisable securities so offered) would purchase at such Closing Sale Price of the Common Stock.

    Such increase shall become effective immediately prior to the opening of business on the day following the Common Stock Record Date for such determination. To the extent that shares of Common Stock (or securities convertible, exchangeable or exercisable into shares of Common Stock) are not delivered pursuant to such rights or warrants, upon the expiration or termination of such rights or warrants, the Recapitalization Conversion Rate shall be readjusted to the Recapitalization Conversion Rate which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock (or securities convertible, exchangeable or exercisable into shares of Common Stock) actually delivered. In the event that such rights or warrants are not so issued, the Recapitalization Conversion Rate shall again be adjusted to be the Recapitalization Conversion Rate which would then be in effect if the Common Stock Record Date fixed for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Closing Sale Price, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants, the value of such consideration if other than cash, to be determined by the Board of Directors.

    (d)(1) In case the Corporation shall, at any time or from time to time during the Recapitalization Conversion Period, while any Series E Preferred Shares are outstanding, by dividend or otherwise, distribute to all or substantially all holders of its outstanding shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Corporation is the continuing Corporation and the shares of Common Stock are not changed or exchanged), any Distributed Assets then, in each such case, subject to paragraphs (4) and (5) of this Section 23(d), the Recapitalization Conversion Rate shall be increased by multiplying the Recapitalization Conversion Rate in effect immediately prior to the close of business on the Common Stock Record Date with respect to such distribution by a fraction:

    (i)the numerator of which shall be the Current Market Price; and

    (ii)the denominator of which shall be such Current Market Price, less the Fair Market Value on such date of the portion of the Distributed Assets so distributed applicable to one share of Common Stock (determined on the basis of the number of shares of Common Stock outstanding on such Record Date) on such date.

    Such increase shall become effective immediately prior to the opening of business on the day following the Common Stock Record Date for such distribution. In the event that such dividend or distribution is not so paid or made, the Recapitalization Conversion Rate shall again be adjusted to be the Recapitalization Conversion Rate which would then be in effect if such dividend or distribution had not been declared.

    (2) If the Board of Directors determines the Fair Market Value of any distribution for purposes of this Section 23(d) by reference to the actual or when issued trading market for any Distributed Assets comprising all or part of such distribution, it must in doing so consider the prices in such market over the Reference Period used in computing the Current Market Price pursuant to this Section 23(d) to the extent possible, unless the Board of Directors determines in good faith that determining the Fair Market Value during the Reference Period would not be in the best interest of the holders of the Series E Preferred Shares.

    (3) In the event any such distribution consists of a Spin Off, the Fair Market Value of the securities to be distributed shall equal the average of the Closing Sale Prices of such securities for the five consecutive Trading Days commencing on and including the sixth Trading Day of those securities after the effectiveness of the Spin Off, and the Current Market Price shall be measured for the same period. In the event, however, that an underwritten initial public offering of the securities in the Spin Off occurs simultaneously with the Spin Off, Fair Market Value of the securities distributed in the Spin Off shall mean the initial public offering price of such securities and the Current Market Price shall mean the Closing Sale Price for the Common Stock on the same Trading Day.

    (4) Rights or warrants distributed by the Corporation to all holders of the outstanding shares of Common Stock entitling them to subscribe for or purchase equity securities of the Corporation (either initially or under certain circumstances), which rights or warrants, until the occurrence of a Trigger Event, (x) are deemed to be transferred with such shares of Common Stock, (y) are not exercisable and (z) are also issued in respect of future issuances of shares of Common Stock shall be deemed not to have been distributed for purposes of this Section 23(d) (and no adjustment to the Recapitalization Conversion Rate under this Section 23(d) shall be required) until the occurrence of the earliest Trigger Event. If such right or warrant is subject to subsequent events, upon the occurrence of which such right or warrant shall become exercisable to purchase different Distributed Assets, or entitle the holder to purchase a different number or amount of the foregoing Distributed Assets or to purchase any of the foregoing Distributed Assets at a different purchase price, then the occurrence of each such event shall be deemed to be the date of issuance and Common Stock Record Date with respect to a new right or warrant (and a termination or expiration of the existing right or warrant without exercise by the holder thereof). In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto, that resulted in an adjustment to the Recapitalization Conversion Rate under this Section 23(d):

    (i)in the case of any such rights or warrants which shall all have been repurchased without exercise by any holders thereof, the Recapitalization Conversion Rate shall be readjusted upon such final repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share repurchase price received by a holder of Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all holders of Common Stock as of the date of such repurchase; and

    (ii)in the case of such rights or warrants which shall have expired or been terminated without exercise, the Recapitalization Conversion Rate shall be readjusted as if such rights and warrants had never been issued.

    (5) For purposes of this Section 23(d) and Section 23(a), Section 23(b) and Section 23(c), any dividend or distribution to which this Section 23(d) is applicable that also includes (x) shares of Common Stock, (y) a subdivision, split or combination of shares of Common Stock to which Section 23(b) applies or (z) rights or warrants to subscribe for or purchase shares of Common Stock to which Section 23(c) applies (or any combination thereof), shall be deemed instead to be:

    (i)a dividend or distribution of the evidences of indebtedness, assets, shares of capital stock, rights or warrants, other than such shares of Common Stock, such subdivision, split or combination or such rights or warrants to which Section 23(a), Section 23(b) and Section 23(c) apply, respectively (and any Recapitalization Conversion Rate adjustment required by this Section 23(d) with respect to such dividend or distribution shall then be made), immediately followed by

    (ii)a dividend or distribution of such shares of Common Stock, such subdivision, split or combination or such rights or warrants (and any further Recapitalization Conversion Rate increase required by Section 23(a), Section 23(b) and Section 23(c) with respect to such dividend or distribution shall then be made), except:

    (A)the Common Stock Record Date of such dividend or distribution shall be substituted as (x) “the date fixed for the determination of stockholders entitled to receive such dividend or other distribution,” “Common Stock Record Date fixed for such determinations” and “Common Stock Record Date” within the meaning of Section 23(a), (y) “the day upon which such subdivision or split becomes effective” or “the day upon which such combination becomes effective” (as applicable) within the meaning of Section 23(b), and (z) as “the Common Stock Record Date fixed for the determination of the stockholders entitled to receive such rights or warrants” and such “Common Stock Record Date” within the meaning of Section 23(c); and

    (B)any reduction or increase in the number of shares of Common Stock resulting from such subdivision, split or combination (as applicable) shall be disregarded in connection with such dividend or distribution.

    (e)In case the Corporation shall, at any time or from time to time while any Series E Preferred Shares are outstanding, by dividend or otherwise, distribute to all or substantially all holders of its outstanding shares of Common Stock during any quarterly fiscal period, cash (including any quarterly cash dividends, but excluding any cash that is distributed upon a reclassification, change, merger, consolidation, sale or other disposition to which Section 8 applies or as part of a distribution referred to in Section 23(d)) then, and in each case, immediately after the close of business on such date, the Recapitalization Conversion Rate shall be adjusted based on the following formula:

    RCR1 = RCRo x (SP/(SP-DI)) where,

    (ii)RCRo = the Recapitalization Conversion Rate in effect immediately prior to the Common Stock Record Date for such distribution;

    (iii)RCR1 = the Recapitalization Conversion Rate in effect immediately after the Common Stock Record Date for such distribution;

    (iv)SP = the average of the Closing Sale Price per share of Common Stock over the ten (10) consecutive Trading Day period prior to the Trading Day immediately preceding the earlier of the Common Stock Record Date or the ex-dividend date of such cash excess dividend or cash excess distribution; and

    (v)DI = the amount in cash per share the Corporation distributes to holders of shares of Common Stock.

    Such increase shall become effective immediately prior to the opening of business on the day following the Common Stock Record Date for such distribution. In the event that such distribution is not so made, the Recapitalization Conversion Rate shall again be adjusted to be the Recapitalization Conversion Rate which would then be in effect if such distribution had not been declared.

    (f)In case the Corporation or any of its subsidiaries or employee benefit plans of the Corporation funded with shares of the Common Stock make purchases of Common Stock pursuant to a tender offer or exchange offer that involves an aggregate consideration that exceeds ten percent (10%) of the aggregate market value of the Common Stock on the Expiration Time, the Recapitalization Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Recapitalization Conversion Rate in effect immediately prior to the close of business on the date of the Expiration Time by a fraction:

    (i)the numerator of which shall be the sum of (x) the product of (i) the number of shares of Common Stock outstanding (excluding any tendered or exchanged shares) at the Expiration Time and (ii) the Current Market Price of the Common Stock at the Expiration Time, and (y) the Fair Market Value of the aggregate consideration payable to stockholders based on acceptance (up to any maximum specified in the terms of the tender offer or exchange offer) of all shares validly tendered and not withdrawn as of the Expiration Time; and

    (ii)the denominator of which shall be the product of the number of shares of Common Stock outstanding (including any tendered or exchanged shares) at the Expiration Time and the Current Market Price of the Common Stock at the Expiration Time.

    Such increase (if any) shall become effective immediately prior to the opening of business on the day following the Expiration Time. In the event that the Corporation or any other Person is obligated to purchase shares pursuant to any such tender offer or exchange offer, but the Corporation or such other Person does not effect any such purchases or all or a portion of such purchases are rescinded, the Recapitalization Conversion Rate shall again be adjusted to be the Recapitalization Conversion Rate which would then be in effect if such (or such portion of the) tender offer or exchange offer had not been made. If the application of this Section 23(f) to any tender offer or exchange offer would result in a decrease in the Recapitalization Conversion Rate, no adjustment shall be made for such tender offer or exchange offer under this Section 23(f).

    (g)For purposes of Section 23 of this Certificate, the following terms shall have the meanings indicated:

    “Current Market Price” on any date means the average of the daily Closing Sale Prices per share of Common Stock for the ten (10) consecutive Trading Days immediately prior to such date; provided, however, that if:

    (i)the “ex” date (as hereinafter defined) for any event (other than the issuance or distribution requiring such computation of Current Market Price) that requires an adjustment to the Recapitalization Conversion Rate pursuant to Section 23(a), Section 23(b), Section 23(c), Section 23(d), Section 23(e) or Section 23(f) occurs during such ten consecutive Trading Days, the Closing Sale Price for each Trading Day prior to the “ex” date for such other event shall be adjusted by multiplying such Closing Sale Price by the same fraction by which the Recapitalization Conversion Rate is so required to be adjusted as a result of such other event;

    (ii)

    the “ex” date for any event (other than the issuance or distribution requiring such computation of Current Market Price) that requires an adjustment to the Recapitalization Conversion Rate

    pursuant to Section 23(a), Section 23(b), Section 23(c), Section 23(d), Section 23(e) or Section 23(f) occurs on or after the “ex” date for the issuance or distribution requiring such computation and prior to the day in question, the Closing Sale Price for each Trading Day on and after the “ex” date for such other event shall be adjusted by multiplying such Closing Sale Price by the reciprocal of the fraction by which the Recapitalization Conversion Rate is so required to be adjusted as a result of such other event; and

    (iii)the “ex” date for the issuance or distribution requiring such computation is prior to the day in question, after taking into account any adjustment required pursuant to clause (i) or (ii) of this proviso, the Closing Sale Price for each Trading Day on or after such “ex” date shall be adjusted by adding thereto the amount of any cash and the Fair Market Value (as determined by the Board of Directors in a manner consistent with any determination of such value for purposes of Section 23(d), Section 23(e) or Section 23(f)) of the evidences of indebtedness, shares of capital stock or assets being distributed applicable to one share of Common Stock as of the close of business on the day before such “ex” date.

    For purposes of any computation under this Section 23, if the “ex” date for any event (other than the tender offer requiring such computation) that requires an adjustment to the Recapitalization Conversion Rate pursuant to Section 23(a), Section 23(b), Section 23(c), Section 23(d), Section 23(e) or Section 23(f) occurs on or after the Expiration Time for the tender or exchange offer requiring such computation and prior to the day in question, the Closing Sale Price for each Trading Day on and after the “ex” date for such other event shall be adjusted by multiplying such Closing Sale Price by the reciprocal of the fraction by which the Recapitalization Conversion Rate is so required to be adjusted as a result of such other event. For purposes of this paragraph, the term “ex” date, when used:

    (A)with respect to any issuance or distribution, means the first date on which the Common Stock trade regular way on the relevant exchange or in the relevant market from which the Closing Sale Price was obtained without the right to receive such issuance or distribution;

    (B)with respect to any subdivision, split or combination of Common Stock, means the first date on which the Common Stock trade regular way on such exchange or in such market after the time at which such subdivision, split or combination becomes effective; and

    (C)with respect to any tender offer or exchange offer, means the first date on which the Common Stock trade regular way on such exchange or in such market after the Expiration Time of such offer.

    Notwithstanding the foregoing, whenever successive adjustments to the Recapitalization Conversion Rate are called for pursuant to this Section 23, such adjustments shall be made to the Current Market Price as may be necessary or appropriate to effectuate the intent of this Section 23 and to avoid unjust or inequitable results as determined in good faith by the Board of Directors.

    “Fair Market Value” means the amount which a willing buyer would pay a willing seller in an arm’s length transaction (as determined by the Board of Directors, whose determination shall be made in good faith and, absent manifest error, shall be final and binding on holders of the Series E Preferred Shares).

    “Common Stock Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of Common Stock have the right to receive any cash, securities or other property or in which the Common Stock (or other applicable security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of stockholders entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

    (h)The Corporation shall be entitled to make such additional increases in the Recapitalization Conversion Rate, in addition to those required by Section 23(a), Section 23(b), Section 23(c), Section 23(d), Section 23(e) or Section 23(f), if the Board of Directors determines that it is advisable, in order that any dividend or distribution of Common Stock, any subdivision, reclassification or combination of Common Stock or any issuance of rights or warrants referred to above, or any event treated as such for United States federal income tax purposes, shall not be taxable to the holders of Common Stock for United States federal income tax purposes or to diminish any such tax.

    (i)To the extent permitted by law, the Corporation may, from time to time, increase the Recapitalization Conversion Rate for a period of at least twenty (20) Trading Days if the Board of Directors determines that such an increase would be in the Corporation’s best interests. Any such determination by Board of Directors shall be conclusive. The Corporation shall give holders of Series E Preferred Shares at least fifteen (15) Trading Days’ notice of any such increase in the Recapitalization Conversion Rate.

    (j)The Corporation shall not be required to make an adjustment in the Recapitalization Conversion Rate unless the adjustment would require a change of at least one percent (1.0%) in the Recapitalization Conversion Rate. However, any adjustments that are not required to be made because they would have required an increase or decrease of less than one percent (1.0%) shall be carried forward and taken into account in any subsequent adjustment of the Recapitalization Conversion Rate or in connection with any conversion of the Series E Preferred Stock. Except as described in this Section 23, the Corporation shall not adjust the Recapitalization Conversion Rate for any issuance of our shares of Common Stock or any securities convertible into or exchangeable or exercisable for its shares of Common Stock or rights to purchase its shares of Common Stock or such convertible, exchangeable or exercisable securities.

    (k)In the event that at any time, as a result of an adjustment made pursuant to this Section 23, the holder of any Series E Preferred Shares thereafter surrendered for conversion shall become entitled to receive any shares of Capital Stock of the Corporation other than Common Stock into which the Series E Preferred Shares originally were convertible, the Recapitalization Conversion Rate of such other shares so receivable upon conversion of any such Series E Preferred Share shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to Common Stock contained in subparagraphs (a) through (l) of this Section 23, and any other applicable provisions of this Certificate with respect to the Common Stock shall apply on like or similar terms to any such other shares.

    (l)To the extent the Corporation has a rights plan in effect upon conversion of the Series E Preferred Shares for shares of Common Stock, the holder will receive, in addition to the shares of Common Stock, the rights under the rights plan unless the rights have separated from the shares of Common Stock prior to the time of conversion, in which case the Recapitalization Conversion Rate shall be adjusted at the time of separation as if the Corporation made a distribution referred to in Section 23(d) above (without regard to any of the exceptions there).

    FOURTH: This Certificate of Amendment to Certificate of Designation was duly adopted by the Corporation’s directors and stockholders in accordance with the applicable provisions of Sections 242 of the DGCL.

    [Signature Page Follows]

    IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to Certificate of Designation on the date first written above.

    GOODRICH PETROLEUM
    CORPORATION
    By:

    Name:Michael J. Killelea
    Title:Senior Vice President, General Counsel and Corporate Secretary

    SIGNATURE PAGETO CERTIFICATEOF AMENDMENTTO

    CERTIFICATEOF DESIGNATIONOF

    10.00% SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCKOF

    GOODRICH PETROLEUM CORPORATION

    ¨¢

    GOODRICH PETROLEUM CORPORATION

    PROXY

    THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY FOR

    THE SPECIALANNUAL MEETING OF STOCKHOLDERS ON MARCH 14, 2016MAY 23, 2018 The undersigned hereby constitutes and appoints Walter G. Goodrich and Robert C. Turnham, Jr. and each and either of them, his true and lawful attorneys and proxies with full power of substitution, for and in the name, place and stead of the undersigned, to attend the Annual Meeting of Stockholders of Goodrich Petroleum Corporation to be held at The Coronado Club located at 919 Milam Street, Suite 500, Houston, Texas 77010, on May 23, 2018 at 11:00 a.m. Central Daylight Time, and any adjournment(s) or postponement(s) thereof, with all powers the undersigned would possess if personally present and to vote thereof, as provided on the reverse side of this card, the number of shares the undersigned would be entitled to vote if personally present. In accordance with their discretion, said attorneys and proxies are authorized to vote upon such other matters as may properly come before the meeting or any adjournment thereof. YOUR VOTE IS IMPORTANT. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, THE NAMED PROXIES WILL VOTE "FOR" PROPOSALS 1, 2, 3 AND 4. STOCKHOLDERS ARE URGED TO DATE, MARK, SIGN AND RETURN THIS PROXY PROMPTLY IN THE ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED WITHIN THE UNITED STATES. (Continued and to be signed on the reverse side) 14475 1.1

    GRAPHIC

    The undersigned hereby constitutes and appoints Walter G. Goodrich and Robert C. Turnham, Jr. and each and either of them, his true and lawful attorneys and proxies with full power of substitution, for and in the name, place and stead of the undersigned, to attend the Special Meeting of Stockholders of Goodrich Petroleum Corporation to be held at The Coronado Club located at 919 Milam Street, Suite 500, Houston, Texas 77002, on March 14, 2016 at 11:00 a.m. Central Daylight Time, and any adjournment(s) or postponement(s) thereof, with all powers the undersigned would possess if personally present and to vote thereof, as provided on the reverse side of this card, the number of shares the undersigned would be entitled to vote if personally present. In accordance with their discretion, said attorneys and proxies are authorized to vote upon such other matters as may properly come before the meeting or any adjournment thereof.

    YOUR VOTE IS IMPORTANT.

    THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, THE NAMED PROXIES WILL VOTE “FOR” PROPOSAL 1. STOCKHOLDERS ARE URGED TO DATE, MARK, SIGN AND RETURN THIS PROXY PROMPTLY IN THE ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED WITHIN THE UNITED STATES.

     

    ¢  1.1

    		(Continued and to be signed on the reverse side)14475  ¢

    SPECIALANNUAL MEETING OF STOCKHOLDERS OF

    GOODRICH PETROLEUM CORPORATION

    March 14, 2016

    GO GREEN

    e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.com to enjoy online access.

    May 23, 2018 GO GREEN e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access. NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:

    MATERIAL: The Notice of SpecialAnnual Meeting, Proxy Statement,proxy statement, proxy card and Annual Report

    are available athttp://www.proxydocs.com/GDP

    www.astproxyportal.com/ast/21080/ Please sign, date and mail

    your proxy card in the

    envelope provided as soon

    as possible.

    i Please detach along perforated line and mail in the envelope provided. i

    ¢    20330303003000000000  4                                                              050515

    20330303000000000000 7 052318 FOR AGAINST ABSTAIN Named Executive Officers. changes to the registered name(s) on the account may not be submitted via Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. THE BOARD OF DIRECTORS RECOMMENDS

    A VOTE OF “FOR ALL NOMINEES” WITH RESPECT TO PROPOSAL 1, A VOTE OF “FOR” WITH RESPECT TO PROPOSAL 1

    PROPOSALS 2, 3 AND 4. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x 1. Election of Class II Directors: NOMINEES: FOR ALL NOMINEESO Ronald F. Coleman O K. Adam Leight WITHHOLD AUTHORITYO Thomas M. Souers FOR ALL NOMINEES FOR ALL EXCEPT (See instructions below) INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: FOR AGAINST ABSTAIN 2. Ratify the selection of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2018. 3. Approve, on an advisory basis, the compensation of our FOR AGAINST ABSTAIN 4. Approve a third amendment to the Goodrich Petroleum Corporation 2016 Long-Term Incentive Plan, as amended from time to time, to increase the number of shares of Company common stock authorized for issuance thereunder. To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that this method. Signature of Stockholder Date: Signature of StockholderDate:

             Preferred Series B:

    For

     Against

     Abstain 

    1.      Approve an amendment to the Certificate of Designation of the Series B Preferred Stock to convert at the Company’s option the Series B Preferred Stock into Common Stock at the conversion rate of 8.899 shares of Common Stock for each share of Series B Preferred Stock within 90 days of successful completion of the Series B Preferred Exchange Offer.

    		¨¨¨

    .  

    GRAPHIC

     

     

    Signature of Stockholder  

    		 Date:   Signature of Stockholder  Date:  

    NOTE:

    		Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

    ¢

    		¢

    SPECIALANNUAL MEETING OF STOCKHOLDERS OF

    GOODRICH PETROLEUM May 23, 2018 CORPORATION

    March 14, 2016

    PROXY VOTING INSTRUCTIONS    

    INTERNET- Access“www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page.

    TELEPHONE- Call toll-free1-800-PROXIES(1-800-776-9437) in the United States or1-718-921-8500from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call.

    		LOGO

    Vote online/phone until 11:59 PM EST the day before the meeting.

    MAIL- Sign, date and mail your proxy card in the envelope provided as soon as possible.

    IN PERSON- You may vote your shares in person by attending the Special Meeting.

    GO GREEN -e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.com INTERNET - Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page. TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call. Vote online/phone until 11:59 PM EST the day before the meeting. MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible. IN PERSON - You may vote your shares in person by attending the Annual Meeting. GO GREEN - e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.

    		  COMPANY NUMBER    
      ACCOUNT NUMBER    

    NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:

    The Notice of Special Meeting, Proxy Statement, proxy card and Special Report

    are available athttp://www.proxydocs.com/GDP

    i Please detach along perforated line and mail in the envelope provided.  i

    ¢    20330303003000000000  4                                                                       050515

    provided IF you are not voting via telephone or the Internet. 20330303000000000000 7 052318 year ended December 31, 2018. O Ronald F. Coleman FOR ALL NOMINEES 3. Approve, on an advisory basis, the compensation of our changes to the registered name(s) on the account may not be submitted via Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. THE BOARD OF DIRECTORS RECOMMENDS

    A VOTE OF “FOR ALL NOMINEES” WITH RESPECT TO PROPOSAL 1, A VOTE OF “FOR” WITH RESPECT TO PROPOSAL 1

    PROPOSALS 2, 3 AND 4. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x

             Preferred Series B

    		For

    Against

    Abstain

    1       Approve an amendment to the Certificate of Designation of the Series B Preferred Stock to convert at the Company’s option the Series B Preferred Stock into Common Stock at the conversion rate of 8.899 shares of Common Stock for each share of Series B Preferred Stock within 90 days of successful completion of the Series B Preferred Exchange Offer.

    		¨¨¨

    INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark“FOR ALL EXCEPT” 1. Election of Class II Directors: NOMINEES: O K. Adam Leight WITHHOLD AUTHORITYO Thomas M. Souers FOR ALL NOMINEES FOR ALL EXCEPT (See instructions below) INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here:l

    To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.

    		¨

    Signature of Stockholder  

    		 Date:   Signature of Stockholder  Date:  

    NOTE:

    Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

    ¢¢

    ¨¢

    GOODRICH PETROLEUM CORPORATION

    PROXY

    THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY FOR

    THE SPECIAL MEETING OF STOCKHOLDERS ON MARCH 14, 2016

    The undersigned hereby constitutes and appoints Walter G. Goodrich and Robert C. Turnham, Jr. and each and either of them, his true and lawful attorneys and proxies with full power of substitution, for and in the name, place and stead of the undersigned, to attend the Special Meeting of Stockholders of Goodrich Petroleum Corporation to be held at The Coronado Club located at 919 Milam Street, Suite 500, Houston, Texas 77002, on March 14, 2016 at 11:00 a.m. Central Daylight Time, and any adjournment(s) or postponement(s) thereof, with all powers the undersigned would possess if personally present and to vote thereof, as provided on the reverse side of this card, the number of shares the undersigned would be entitled to vote if personally present. In accordance with their discretion, said attorneys and proxies are authorized to vote upon such other matters as may properly come before the meeting or any adjournment thereof.

    YOUR VOTE IS IMPORTANT.

    THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, THE NAMED PROXIES WILL VOTE “FOR” PROPOSAL 2. STOCKHOLDERS ARE URGED TO DATE, MARK, SIGN AND RETURN THIS PROXY PROMPTLY IN THE ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED WITHIN THE UNITED STATES.

    ¢   1.1

    		(Continued and to be signed on the reverse side)14475  ¢

    SPECIAL MEETING OF STOCKHOLDERS OF

    GOODRICH PETROLEUM CORPORATION

    March 14, 2016

    GO GREEN

    e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.com to enjoy online access.

    NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:

    The Notice of Special Meeting, Proxy Statement, proxy card and Annual Report

    are available athttp://www.proxydocs.com/GDP

    Please sign, date and mail

    your proxy card in the

    envelope provided as soon

    as possible.

    i  Please detach along perforated line and mail in the envelope provided.  i

    ¢    20330303003000000000  4                                                              050515

    THE BOARD OF DIRECTORS RECOMMENDS

    A VOTE OF “FOR” WITH RESPECT TO PROPOSAL 2

    PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE  x

             Preferred Series C:

    For

     Against 

     Abstain 

    2       Approve an amendment to the Certificate of Designation of the Series C Preferred Stock to convert at the Company’s option the Series C Preferred Stock into Common Stock at the conversion rate of 4.449 shares of Common Stock for each share of Series C Preferred Stock within 90 days of successful completion of the Series C Preferred Exchange Offer.

    		¨¨¨

    Signature of Stockholder  

    		 Date:   Signature of Stockholder  Date:  

    NOTE:

    		Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

    ¢

    ¢

    SPECIAL MEETING OF STOCKHOLDERS OF

    GOODRICH PETROLEUM CORPORATION

    March 14,circle next to each nominee you wish to withhold, as shown here: FOR AGAINST ABSTAIN 2. Ratify the selection of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal FOR AGAINST ABSTAIN Named Executive Officers. FOR AGAINST ABSTAIN 4. Approve a third amendment to the Goodrich Petroleum Corporation 2016

    PROXY VOTING INSTRUCTIONS    

    INTERNET- Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page.

    TELEPHONE- Call toll-free1-800-PROXIES (1-800-776-9437) in the United States or1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call.

    		LOGO

    Vote online/phone until 11:59 PM EST the day before the meeting.

    MAIL- Sign, date and mail your proxy card in the envelope provided as soon as possible.

    IN PERSON- You may vote your shares in person by attending the Special Meeting.

    GO GREEN -e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.com to enjoy online access.

    		  COMPANY NUMBER    
      ACCOUNT NUMBER    

    NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:

    The Notice of Special Meeting, Proxy Statement, proxy card and Special Report

    are available athttp://www.proxydocs.com/GDP

    i  Please detach along perforated line Long-Term Incentive Plan, as amended from time to time, to increase the number of shares of Company common stock authorized for issuance thereunder. To change the address on your account, please check the box at right and mailindicate your new address in the envelope provided.  i

    ¢    20330303003000000000  4                                                                       050515

    THE BOARD OF DIRECTORS RECOMMENDS

    A VOTE OF “FOR” WITH RESPECT TO PROPOSAL 2

    PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE  x

             Preferred Series C

    For

     Against 

     Abstain 

    2       Approve an amendment to the Certificate of Designation of the Series C Preferred Stock to convert at the Company’s option the Series C Preferred Stock into Common Stock at the conversion rate of 4.449 shares of Common Stock for each share of Series C Preferred Stock within 90 days of successful completion of the Series C Preferred Exchange Offer.

    ¨

    ¨

    ¨

    INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown herel

    To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.

    		¨

    address space above. Please note that this method. Signature of Stockholder  

    		 Date:   Signature of Stockholder  Date:  

    NOTE:

    Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

    ¢

    		¢

    ¨¢

    GOODRICH PETROLEUM CORPORATION

    PROXY

    THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY FOR

    THE SPECIAL MEETING OF STOCKHOLDERS ON MARCH 14, 2016

    The undersigned hereby constitutes and appoints Walter G. Goodrich and Robert C. Turnham, Jr. and each and either of them, his true and lawful attorneys and proxies with full power of substitution, for and in the name, place and stead of the undersigned, to attend the Special Meeting of Stockholders of Goodrich Petroleum Corporation to be held at The Coronado Club located at 919 Milam Street, Suite 500, Houston, Texas 77002, on March 14, 2016 at 11:00 a.m. Central Daylight Time, and any adjournment(s) or postponement(s) thereof, with all powers the undersigned would possess if personally present and to vote thereof, as provided on the reverse side of this card, the number of shares the undersigned would be entitled to vote if personally present. In accordance with their discretion, said attorneys and proxies are authorized to vote upon such other matters as may properly come before the meeting or any adjournment thereof.

    YOUR VOTE IS IMPORTANT.

    THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, THE NAMED PROXIES WILL VOTE “FOR” PROPOSAL 3. STOCKHOLDERS ARE URGED TO DATE, MARK, SIGN AND RETURN THIS PROXY PROMPTLY IN THE ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED WITHIN THE UNITED STATES.

    ¢  1.1

    		(Continued and to be signed on the reverse side)14475  ¢

    SPECIAL MEETING OF STOCKHOLDERS OF

    GOODRICH PETROLEUM CORPORATION

    March 14, 2016

    GO GREEN

    e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.com to enjoy online access.

    NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:

    The Notice of Special Meeting, Proxy Statement, proxy card and Annual Report

    are available athttp://www.proxydocs.com/GDP

    Please sign, date and mail

    your proxy card in the

    envelope provided as soon

    as possible.

    i  Please detach along perforated line and mail in the envelope provided.  i

    ¢    20330303003000000000  4                                                              050515

    THE BOARD OF DIRECTORS RECOMMENDS

    A VOTE OF “FOR” WITH RESPECT TO PROPOSAL 3

    PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE  x

             Preferred Series D:

    For

     Against 

     Abstain 

    3       Approve an amendment to the Certificate of Designation of the Series D Preferred Stock to convert at the Company’s option the Series D Preferred Stock into Common Stock at the conversion rate of 4.449 shares of Common Stock for each share of Series D Preferred Stock within 90 days of successful completion of the Series D Preferred Exchange Offer.

    		¨¨¨

    Signature of Stockholder  

    		 Date:   Signature of Stockholder  Date:  

    NOTE:

    		Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

    ¢

    ¢

    SPECIAL MEETING OF STOCKHOLDERS OF

    GOODRICH PETROLEUM CORPORATION

    March 14, 2016

    PROXY VOTING INSTRUCTIONS    

    INTERNET- Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page.

    TELEPHONE- Call toll-free1-800-PROXIES (1-800-776-9437) in the United States or1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call.

    		LOGO

    Vote online/phone until 11:59 PM EST the day before the meeting.

    MAIL- Sign, date and mail your proxy card in the envelope provided as soon as possible.

    IN PERSON- You may vote your shares in person by attending the Special Meeting.

    GO GREEN -e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.com to enjoy online access.

    		  COMPANY NUMBER    
      ACCOUNT NUMBER    

    NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:

    The Notice of Special Meeting, Proxy Statement, proxy card and Special Report

    are available athttp://www.proxydocs.com/GDP

    i  Please detach along perforated line and mail in the envelope provided.   i

    ¢    20330303003000000000  4                                                                       050515

    THE BOARD OF DIRECTORS RECOMMENDS

    A VOTE OF “FOR” WITH RESPECT TO PROPOSAL 3

    PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE  x

             Preferred Series D

    For

     Against 

     Abstain 

    3       Approve an amendment to the Certificate of Designation of the Series D Preferred Stock to convert at the Company’s option the Series D Preferred Stock into Common Stock at the conversion rate of 4.449 shares of Common Stock for each share of Series D Preferred Stock within 90 days of successful completion of the Series D Preferred Exchange Offer.

    		¨¨¨

    INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here:l

    To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.

    		¨

    Signature of Stockholder  

    		 Date:   Signature of Stockholder  Date:  

    NOTE:

    Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

    ¢

    		¢

    ¨¢

    GOODRICH PETROLEUM CORPORATION

    PROXY

    THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY FOR

    THE SPECIAL MEETING OF STOCKHOLDERS ON MARCH 14, 2016

    The undersigned hereby constitutes and appoints Walter G. Goodrich and Robert C. Turnham, Jr. and each and either of them, his true and lawful attorneys and proxies with full power of substitution, for and in the name, place and stead of the undersigned, to attend the Special Meeting of Stockholders of Goodrich Petroleum Corporation to be held at The Coronado Club located at 919 Milam Street, Suite 500, Houston, Texas 77002, on March 14, 2016 at 11:00 a.m. Central Daylight Time, and any adjournment(s) or postponement(s) thereof, with all powers the undersigned would possess if personally present and to vote thereof, as provided on the reverse side of this card, the number of shares the undersigned would be entitled to vote if personally present. In accordance with their discretion, said attorneys and proxies are authorized to vote upon such other matters as may properly come before the meeting or any adjournment thereof.

    YOUR VOTE IS IMPORTANT.

    THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, THE NAMED PROXIES WILL VOTE “FOR” PROPOSAL 4. STOCKHOLDERS ARE URGED TO DATE, MARK, SIGN AND RETURN THIS PROXY PROMPTLY IN THE ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED WITHIN THE UNITED STATES.

    ¢  1.1

    		(Continued and to be signed on the reverse side)14475  ¢

    SPECIAL MEETING OF STOCKHOLDERS OF

    GOODRICH PETROLEUM CORPORATION

    March 14, 2016

    GO GREEN

    e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.com to enjoy online access.

    Stockholder Date: Signature of StockholderDate: NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:

    The Notice of SpecialAnnual Meeting, Proxy Statement,proxy statement, proxy card and Annual Report

    are available athttp://www.proxydocs.com/GDPwww.astproxyportal.com/ast/21080/ COMPANY NUMBER ACCOUNT NUMBER PROXY VOTING INSTRUCTIONS

    Please sign, date and mailGRAPHIC

    your proxy card in the

    envelope provided as soon

    as possible.

    i  Please detach along perforated line and mail in the envelope provided.  i

     

    ¢    20330303003000000000  4                                                              050515

    THE BOARD OF DIRECTORS RECOMMENDS

    A VOTE OF “FOR” WITH RESPECT TO PROPOSAL 4

    PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE  x

              Preferred Series E:

    For

    Against

    Abstain

    4.       Approve an amendment to the Certificate of Designation of the Series E Preferred Stock to convert at the Company’s option the Series E Preferred Stock into Common Stock at the conversion rate of 5.188 shares of Common Stock for each share of Series E Preferred Stock within 90 days of successful completion of the Series E Exchange Offer.

    		¨¨¨

    Signature of Stockholder  

    		 Date:   Signature of Stockholder  Date:  

    NOTE:

    		Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

    ¢

    		¢

    SPECIAL MEETING OF STOCKHOLDERS OF

    GOODRICH PETROLEUM CORPORATION

    March 14, 2016

    PROXY VOTING INSTRUCTIONS    

    INTERNET- Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page.

    TELEPHONE- Call toll-free1-800-PROXIES (1-800-776-9437) in the United States or1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call.

    		LOGO

    Vote online/phone until 11:59 PM EST the day before the meeting.

    MAIL- Sign, date and mail your proxy card in the envelope provided as soon as possible.

    IN PERSON- You may vote your shares in person by attending the Special Meeting.

    GO GREEN -e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.com to enjoy online access.

    		  COMPANY NUMBER    
      ACCOUNT NUMBER    

    NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:

    The Notice of Special Meeting, Proxy Statement, proxy card and Special Report

    are available athttp://www.proxydocs.com/GDP

    i  Please detach along perforated line and mail in the envelope provided.  i

    ¢    20330303003000000000  4                                                                       050515

    THE BOARD OF DIRECTORS RECOMMENDS

    A VOTE OF “FOR” WITH RESPECT TO PROPOSAL 4

    PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE  x

              Preferred Series E

    For

     Against

     Abstain

    4.       Approve an amendment to the Certificate of Designation of the Series E Preferred Stock to convert at the Company’s option the Series E Preferred Stock into Common Stock at the conversion rate of 5.188 shares of Common Stock for each share of Series E Preferred Stock within 90 days of successful completion of the Series E Exchange Offer.

    		¨¨¨

    INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here:l

    To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.

    		¨

    Signature of Stockholder  

    		 Date:   Signature of Stockholder  Date:  

    ¢

    		Note:

    Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

    ¢