Goodrich Petroleum Form 4 GOODRICH PETROLEUM / Kevin Michael Ulrich 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^*

Anchorage Capital Group, L.L.C.

(Last) (First) (Middle)

610 BROADWAY

6TH FLOOR

(Street)

NEW YORK NY 10012

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

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2021

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

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

	Form filed by One Reporting Person
X	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	09/08/2021		X		49,762	A	(3)	809,511(5)	I(1)(4)	By AIO V AIV 1 Holdings, L.P.(1)(4)
Common Stock	09/08/2021		X		46,670	A	(3)	856,799(5)	I(2)(4)	By Anchorage Illiquid Opportunities V, L.P.(2)(4)

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
Warrants (Right to Buy)	(3)	09/08/2021		X			49,762	(3)	10/12/2026	Common Stock	49,762	$0	0	I(1)(4)	By AIO V AIV 1 Holdings, L.P.(1)(4)
Warrants (Right to Buy)	(3)	09/08/2021		X			46,670	(3)	10/12/2026	Common Stock	46,670	$0	0	I(2)(4)	By Anchorage Illiquid Opportunities V, L.P.(2)(4)

1. Name and Address of Reporting Person^*

Anchorage Capital Group, L.L.C.

(Last) (First) (Middle)

610 BROADWAY

6TH FLOOR

(Street)

NEW YORK NY 10012

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Anchorage Advisors Management, LLC

(Last) (First) (Middle)

610 BROADWAY

6TH FLOOR

(Street)

NEW YORK NY 10012

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ulrich Kevin Michael

(Last) (First) (Middle)

610 BROADWAY

6TH FLOOR

(Street)

NEW YORK NY 10012

(City) (State) (Zip)

Explanation of Responses:

1. These shares and warrants are 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 AIV 1. Anchorage Advisors Management, L.L.C. is the sole managing member of Capital Group. Mr. Ulrich is the Chief Executive Officer of Capital Group and the senior managing member of Anchorage Advisors Management, L.L.C.

2. These shares and warrants are held for the account of Anchorage Illiquid Opportunities V, L.P. ("AIO V"). Capital Group is the investment manager to AIO V. Anchorage Advisors Management, L.L.C. is the sole managing member of Capital Group. Mr. Ulrich is the Chief Executive Officer of Capital Group and the senior managing member of Anchorage Advisors Management, L.L.C.

3. These warrants were exercisable for 0.00001% of the Common Stock Deemed Outstanding (as defined in the Warrant Agreement) at the time of exercise, and became exercisable on July 14, 2021, the first date on which the product of (x) the Common Stock Deemed Outstanding and (y) the Current Sale Price (as defined in the Warrant Agreement), was equal to at least $230.0 million. The Warrant Agreement is incorporated herein by reference to Exhibit 10.6 to the Form 8-K filed by the Issuer on October 14, 2016.

4. Each reporting person disclaims beneficial ownership of the reported securities except to the extent, if any, of its or his pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

5. The total number of shares beneficially owned by AIV 1 and AIO V reflect an additional 1,101 and 1,033 shares, respectively, that were distributed by the Issuer in the fourth quarter of 2018 to the Issuer's creditors per the Issuer's Plan of Reorganization.

	Anchorage Capital Group, L.L.C., By: /s/ Kevin M. Ulrich, Authorized Signatory	09/10/2021
	Anchorage Advisors Management, L.L.C., By: /s/ Kevin M. Ulrich, Authorized Signatory	09/10/2021
	/s/ Kevin M. Ulrich	09/10/2021
	** Signature of Reporting Person	Date
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