Carrizo Oil & Gas (CRZO) Form 4 CARRIZO OIL & GAS / JOHN BRADLEY FISHER ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FISHER JOHN BRADLEY

(Last) (First) (Middle)

500 DALLAS STREET

SUITE 2300

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CARRIZO OIL & GAS INC [ CRZO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP & Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/20/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/20/2019		D		178,460	D	(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0.0	12/20/2019		D			19,464	(2)	(2)	Common Stock	19,464	(2)	0	D
Restricted Stock Units	$0.0	12/20/2019		D			78,278	(2)	(2)	Common Stock	78,278	(2)	0	D
Restricted Stock Units	$0.0	12/20/2019		D			161,613	(2)	(2)	Common Stock	161,613	(2)	0	D
Performance Share Units	$0.0	12/20/2019		D			6,887	(3)	(3)	Common Stock	6,887	(3)	0	D
Performance Share Units	$0.0	12/20/2019		D			13,911	(3)	(3)	Common Stock	13,911	(3)	0	D
Performance Share Units	$0.0	12/20/2019		D			19,230	(3)	(3)	Common Stock	19,230	(3)	0	D
Stock Appreciation Rights	$27.295	12/20/2019		D			58,410	(4)	03/17/2021	Common Stock	58,410	(4)	0	D
Stock Appreciation Rights	$26.94	12/20/2019		D			50,408	(4)	03/23/2022	Common Stock	50,408	(4)	0	D
Stock Appreciation Rights	$14.67	12/20/2019		D			83,970	(4)	03/17/2025	Common Stock	83,970	(4)	0	D
Stock Appreciation Rights	$10.98	12/20/2019		D			113,751	(4)	03/17/2026	Common Stock	113,751	(4)	0	D

Explanation of Responses:

1. On December 20, 2019, pursuant to the Agreement and Plan of Merger, dated as of July 14, 2019, as amended (the "Merger Agreement"), by and between Callon Petroleum Company ("Callon") and Carrizo Oil & Gas, Inc. (the "Company"), the Company merged with and into Callon (the "Merger"), with Callon surviving the Merger. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of Company common stock issued and outstanding immediately prior to the Effective Time owned by the Reporting Person converted into the right to receive 1.75 shares (the "Exchange Ratio") of Callon common stock, along with cash in lieu of fractional shares. The closing price per share of Callon common stock on the New York Stock Exchange on December 19, 2019, the day prior to the Effective Time, was $4.72.

2. Pursuant to the Merger Agreement, at the Effective Time, each Company restricted stock unit relating to Company common stock ("Company RSU") outstanding as of immediately prior to the Effective Time was cancelled and converted into the vested right to receive the number of shares of Callon common stock equal to the product of (a) the number of shares of Company common stock subject to such Company RSU as of immediately prior to the Effective Time, multiplied by (b) the Exchange Ratio, rounded up to the nearest whole share.

3. Pursuant to the Merger Agreement, at the Effective Time, each award of Company performance shares representing the right to receive either Company common stock or the value thereof ("Company Performance Share Award") outstanding as of immediately prior to the Effective Time was cancelled and converted into the vested right to receive the number of shares of Callon common stock equal to the product of (a) the greater of (1) the target number of shares of Company common stock subject to such Company Performance Share Award as of immediately prior to the Effective Time and (2) the number of shares of Company common stock that were earned based on actual achievement of the performance criteria set forth in the applicable award agreement, measured based on a shortened performance period that ended as of the close of the business on December 19, 2019, multiplied by (b) the Exchange Ratio, rounded up to the nearest whole share.

4. Pursuant to the Merger Agreement, at the Effective Time, each Company stock appreciation right relating to Company common stock ("Company SAR") outstanding as of immediately prior to the Effective Time was cancelled and converted into a stock appreciation right covering shares of Callon common stock ("Callon SAR") with respect to the number of shares of Callon common stock equal to the product of (a) the number of shares of Company common stock subject to such Company SAR as of immediately prior to the Effective Time, multiplied by (b) the Exchange Ratio, rounded down to the nearest whole share. The exercise price per share of each Callon SAR is equal to the exercise price per share of the applicable Company SAR divided by the Exchange Ratio, rounded up to the nearest whole cent.

Remarks:

	/s/ David L. Pitts, attorney-in-fact	12/20/2019
	** Signature of Reporting Person	Date
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