Michael J Killelea Form 4 GOODRICH PETROLEUM / Michael J Killelea 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^*

Killelea Michael J

(Last) (First) (Middle)

C/O GOODRICH PETROLEUM CORPORATION

801 LOUISIANA, SUITE 700

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GOODRICH PETROLEUM CORP [ GDP ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Gen. Counsel, Corp. Sec'y

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2015

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	12/11/2015		M		17,439	A	(1)	140,276	D
Common Stock	12/11/2015		M		6,940	A	(1)	147,216	D
Common Stock	12/11/2015		M		7,338	A	(1)	154,554	D
Common Stock	12/11/2015		F		8,676	D	$0.23	145,878	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
Phantom Stock	(1)	12/11/2015		M			17,439(2)	12/11/2015	12/11/2015	Common Stock	17,439	$0	0	D
Phantom Stock	(1)	12/11/2015		M			6,940(3)	12/11/2015	12/11/2015	Common Stock	6,940	$0	6,939	D
Phantom Stock	(1)	12/11/2015		M			7,338(3)	12/11/2015	12/11/2015	Common Stock	7,338	$0	7,338	D

Explanation of Responses:

1. Each share of phantom stock is the economic equivalent of one share of GDP common stock.

2. On December 11, 2015, the reporting person settled one-third of the shares of phantom stock that were granted to him on December 11, 2012.

3. On December 11, 2015, the reporting person settled one-third of the shares of phantom stock that were granted to him on December 10, 2013.

Remarks:

	Michael J. Killelea	12/15/2015
	** 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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