Joseph S Compofelice Form 4 Contango ORE / JOSEPH S COMPOFELICE 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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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^*

COMPOFELICE JOSEPH S

(Last) (First) (Middle)

3700 BUFFALO SPEEDWAY, SUITE 925

(Street)

HOUSTON TX 77098

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Contango ORE, Inc. [ CTGO ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2016

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, par value $0.01	08/27/2016		M		2,344	A	$12.75(1)	55,366	D
Common Stock, par value $0.01	08/27/2016		M		5,833	A	$10(2)	61,199	D
Common Stock, par value $0.01	08/27/2016		M		2,917	A	$10(3)	64,116	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
Stock Option (right to buy)	$12.75	08/27/2016		M		5,000		(1)	09/15/2016	Common Stock	5,000	(1)	35,000	D
Stock Option (right to buy)	$10	08/27/2016		M		10,000		(2)	07/03/2017	Common Stock	10,000	(2)	25,000	D
Stock Option (right to buy)	$10	08/27/2016		M		5,000		(3)	12/07/2017	Common Stock	5,000	(3)	20,000	D

Explanation of Responses:

1. On August 27, 2016, the reporting person received 2,344 shares of Common Stock upon the net exercise of 5,000 of the reporting person's stock options that were granted on 9/15/2011. The reporting person forfeited 2,656 shares of Common Stock underlying the stock option in payment of the exercise price resulting from the exercise, using the closing stock price on August 26, 2016, of $24. These options fully vested on September 15, 2013.

2. On August 27, 2016, the reporting person received 5,833 shares of Common Stock upon the net exercise of 10,000 of the reporting person's stock options that were granted on 7/3/2012. The reporting person forfeited 4,167 shares of Common Stock underlying the stock option in payment of the exercise price resulting from the exercise, using the closing stock price on August 26, 2016, of $24. These options fully vested on July 3, 2014.

3. On August 27, 2016, the reporting person received 2,917 shares of Common Stock upon the net exercise of 5,000 of the reporting person's stock options that were granted on 12/7/2012. The reporting person forfeited 2,083 shares of Common Stock underlying the stock option in payment of the exercise price resulting from the exercise, using the closing stock price on August 26, 2016, of $24. These options fully vested on December 7, 2014.

	/s/ Leah Gaines as Attorney in Fact for Joseph C. Compofelice	09/02/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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