FORM 4
☐

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person *
GOFF JOHN C
 2. Issuer Name and Ticker or Trading Symbol
CONTANGO OIL & GAS CO [MCF] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

500 COMMERCE STREET, 		 3. Date of Earliest Transaction (Month/Day/Year)
09/13/2019
(Street)

FORT WORTH, TX 76102
(City)
(State)
(Zip)
4. If Amendment, Date 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

09/13/2019 P 2,210,525A $0.952,280,186D 

Common Stock

09/13/2019 P 16,210,527A $0.9520,622,357I

See footnote (1)

Common Stock

       2,312,936I

See footnote (2)

Common Stock

       72,764I

See footnote (3)

Common Stock

       16,082D (5)  


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 of Derivative Security: 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

Series A Preferred Stock

 (6) 09/13/2019 P 94,737   (7)   (6)

Common Stock

94,737 $9.594,737D 

Series A Preferred Stock

 (6) 09/13/2019 P 694,737   (7)   (6)

Common Stock

694,737 $9.5694,737I

See footnotes (4)



Reporting Owners
Reporting Owner Name / AddressRelationships
Director10% OwnerOfficerOther

GOFF JOHN C
500 COMMERCE STREET
FORT WORTH, TX 76102

 X X  

Goff MCF Partners, LP
500 COMMERCE STREET
SUITE 700
FORT WORTH, TX 76102

  X  

Goff Capital, Inc.
500 COMMERCE STREET
SUITE 700
FORT WORTH, TX 76102

  X  

John C. Goff 2010 Family Trust
500 COMMERCE STREET
SUITE 700
FORT WORTH, TX 76102

  X  

Explanation of Responses:
1.

These securities are held directly by Goff MCF Partners, LP (Goff MCF). GFS Contango GP, LLC (GFS Contango) is the general partner of Goff MCF, and, as such, it may be deemed to beneficially own the securities held by Goff MCF. GFS Management, LLC (GFS Management) is the managing member of GFS Contango and, as such, it may be deemed to beneficially own the securities held by GFS Contango. Goff Focused Strategies LLC (GFS) is the managing member of GFS Management and, as such, it may be deemed to beneficially own the securities held by GFS Management. GFT Strategies, LLC (GFT) is the controlling equity holder of GFS and, as such, it may be deemed to beneficially own the securities held by GFS. The John C. Goff 2010 Family Trust (the Trust) is the managing member of GFT and, as such, it may be deemed to beneficially own the securities held by GFT. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the securities held by the Trust.

2.

These securities are held directly by the Trust. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the securities held by the Trust.

3.

These shares are held directly by Goff Family Investments, LP (Goff Investments). Goff Capital, Inc. (Goff Capital) is the general partner of Goff Investments and, as such, it may be deemed to beneficially own the securities held by the Goff Investments. The Trust is the controlling shareholder of Goff Capital and, as such, it may be deemed to beneficially own the securities held by Goff Capital. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the securities held by the Trust.

4.

The Class A Preferred Stock is held directly by Goff MCF. GFS Contango is the general partner of Goff MCF, and, as such, it may be deemed to beneficially own the securities held by Goff MCF. GFS Management is the managing member of GFS Contango and, as such, it may be deemed to beneficially own the securities held by GFS Contango. GFS is the managing member of GFS Management and, as such, it may be deemed to beneficially own the securities held by GFS Management. GFT is the controlling equity holder of GFS and, as such, it may be deemed to beneficially own the securities held by GFS. The Trust is the managing member of GFT and, as such, it may be deemed to beneficially own the securities held by GFT. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the securities held by the Trust.

5.

The common stock directly held by John C. Goff. The common stock was issued directly to Mr. Goff in connection with his service as a member of the board of directors of the Issuer.

6.

The Series A Preferred Stock is convertible into shares of Common Stock on a ten-for-one basis upon the occurrence of (i) the effectiveness of an amendment to the Certificate of Formation of the Issuer to increase the number of authorized shares of Common Stock by at least 50,000,000 shares and (ii) if necessary, approval by the shareholders of the Issuer, in accordance with applicable law and stock exchange rules and regulations, of the issuance of the shares of Common Stock to be issued upon conversion of the Series A Preferred Stock and the issuance of such shares of Common Stock at a discount to an insider of the Issuer.

7.

The Series A Preferred Stock has no expiration date.



Signatures

John C. Goff

09/17/2019

Goff MCF Partners, LP, By: GFS Contango GP, LLC, its General Partner, By: John C. Goff, Chief Executive Officer

09/17/2019

Goff Capital, Inc., By: John C. Goff, Chief Executive Officer

09/17/2019

John C. Goff 2010 Family Trust, By: John C. Goff, Trustee

09/17/2019
** Signature of Reporting PersonDate
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