King Luther Capital Management SC 13D/A Contango Oil & Gas Co

King Luther Capital Management SC 13D/AContango Oil & Gas Co

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Contango Oil & Gas Company

(Name of Issuer)

Common Stock, $0.04 par value

(Title of Class of Securities)

21075N204

(CUSIP Number)

Jacob D. Smith

Principal, General Counsel & CCO

Luther King Capital Management Corporation

301 Commerce Street, Suite 1600

Fort Worth, Texas 76102

(817)332-3235

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

October 31, 2019

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections240.13d-1(e),240.13d-1(f) or240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. SeeSection 13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who response to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

CUSIP No. 21075N204


1.		Name of Reporting Persons. LKCM Investment Partnership, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐
6.		Citizenship or Place of Organization Texas

CUSIP No. 21075N204


1.		Name of Reporting Persons. LKCM Investment Partnership II, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐
6.		Citizenship or Place of Organization Texas

CUSIP No. 21075N204


1.		Name of Reporting Persons. Luther King Capital Management Corporation
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) N/A
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐
6.		Citizenship or Place of Organization Delaware

CUSIP No. 21075N204


1.		Name of Reporting Persons. J. Luther King, Jr.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) PF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐
6.		Citizenship or Place of Organization United States

This Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D filed by the Reporting Persons with respect to the Common Stock, par value $0.04 per share (“Common Stock”), of Contango Oil & Gas Company (the “Issuer”). Except as set forth below, all previous Items remain unchanged. Capitalized terms used herein but not defined herein shall have the meanings given to them in the Schedule 13D, as amended, filed with the Securities and Exchange Commission. Each of the Reporting Persons hereby expressly disclaims membership in a “group” under the Securities Exchange Act of 1934 with respect to the securities reported herein, and this Schedule 13D shall not be deemed to be an admission that any such Reporting Person is a member of such a group. Each of the Reporting Persons hereby expressly disclaims beneficial ownership of the securities reported herein, other than to the extent of its pecuniary interest therein, and this Schedule 13D shall not be deemed to be an admission that any such Reporting Person is the beneficial owner of the securities reported herein for purposes of the Securities Exchange Act of 1934 or for any other purpose.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and restated in its entirety as follows:

LIP has acquired 4,315,894 shares of Common Stock for an aggregate purchase price of approximately $7,903,000 using working capital. LIP2 has acquired 171,000 shares of Common Stock for an aggregate purchase price of approximately $312,000 using working capital. J. Luther King, Jr. has acquired 81,900 shares of Common Stock for an aggregate purchase price of approximately $203,000 using personal funds.

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended and restated in its entirety as follows:

(a) As of October 31, 2019, the Reporting Persons may be deemed to beneficially own 4,568,794 shares of Common Stock (which represents approximately 5.3% of the outstanding Common Stock based upon information contained in the Issuer’s Form8-K filed with the Securities and Exchange Commission on September 18, 2019).

(b)


	Sole Voting Power		Shared Voting Power		Sole Dispositive Power		Shared Dispositive Power
LIP		4,315,894		0		4,315,894		0
LIP2		171,000		0		171,000		0
LKCM		4,486,894		0		4,486,894		0
J. Luther King, Jr.		4,568,794		0		4,568,794		0

(c) During the past sixty days, (1) J. Luther King, Jr. acquired 18,500 shares of Common Stock at a purchase price of $1.39 per share in open market transactions, (2) J. Luther King, Jr. acquired 300 shares of Common Stock at a purchase price of $2.48 per share, (3) LIP acquired 3,036,894 shares of Common Stock at a purchase price of $0.95 per share in a public offering conducted by the Issuer, and (4) LIP2 acquired 121,000 shares of Common Stock at a purchase price of $0.95 per share in a public offering conducted by the Issuer.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby supplemented as follows:

Pursuant to a Voting and Support Agreement entered into by and among the Issuer, LIP and LIP2, dated October 31, 2019 (the “Voting Agreement”), each of LIP and LIP2 has agreed, among other things, (i) to vote all of the shares beneficially owned by each of LIP and LIP2 at every meeting of shareholders of the Issuer in favor of any proposal to (A) effect an amendment to the Certificate of Formation of the Issuer to increase the number of authorized shares of Common Stock by up to an additional 100,000,000 shares and (B) if necessary, approve, in accordance with applicable law and stock exchanges rules and regulations, the issuance of the shares of Common Stock upon conversion of the Issuer’s Series A Contingent Convertible Preferred Stock, par value $0.04 per share (collectively, the “Proposals”), and (ii) not to transfer any shares of Common Stock beneficially owned by LIP or LIP2 without the Issuer’s consent. The obligations of the parties under the Voting Agreement will terminate upon the earlier to occur of the date on which the Proposals are approved or thesix-month anniversary of the Voting Agreement. The Voting Agreement is attached hereto as Exhibit 2 and incorporated by reference herein.

Item 7. Material to Be Filed as Exhibits

Item 7 is hereby supplemented as follows:


Exhibit 2		Voting and Support Agreement, dated October 31, 2019, by and among the Issuer, LIP and LIP2.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: October 31, 2019


LKCM Investment Partnership, L.P.

By:		LKCM Investment Partnership GP, LLC, its general partner

By:		/s/ J. Luther King, Jr.
		J. Luther King, Jr., President

LKCM Investment Partnership II, L.P.

By:		LKCM Investment Partnership GP, LLC, its general partner

By:		/s/ J. Luther King, Jr.
		J. Luther King, Jr., President

Luther King Capital Management Corporation

By:		/s/ J. Luther King, Jr.
		J. Luther King, Jr., President

/s/ J. Luther King, Jr.
J. Luther King, Jr.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With

Sole Voting Power

4,315,894

Shared Voting Power

0

Sole Dispositive Power

4,315,894

Shared Dispositive Power

0