CUSIP NO. 382410843 Page 1 of 9
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
GOODRICH PETROLEUM CORPORATION
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
382410843
(CUSIP Number)
Maria Gray
Vice President and Secretary
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403‑1906
800‑632‑2350
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 23, 2017
(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 §§240.13d‑1I, 240.13d‑1(f) or
240.13d‑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. See §240.13d‑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 the 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 hereto).
CUSIP NO. 382410843 Page 2 of 9
1. NAMES OF REPORTING PERSONS.
Franklin Resources, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2I[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,282,605 [1]
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.4% [2]
14. TYPE OF REPORTING PERSON
HC, CO (See Item 5)
[1] Includes 546,875 shares of Common Stock issuable on the exercise of warrants as described in Item 6 and includes 410,157 shares of common stock issuable on conversion of debt securities(as computed under Rule 13d‑3(d)(1)(i)).
[2] Percentage of class is based on 9,108,826 outstanding shares of Common Stock , which is the sum of 6,836,099 shares of common stock reported as outstanding as of December 16, 2016 in the Subscription Agreement filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on December 22, 2016 (the “Form 8-K”), plus the 2,272,727 shares of Common Stock issued in a private placement on December 19, 2016, as disclosed in the Form 8-K.
CUSIP NO. 382410843 Page 3 of 9
1. NAMES OF REPORTING PERSONS.
Charles B. Johnson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2I[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,282,605 [3]
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.4% [4]
14. TYPE OF REPORTING PERSON
HC,IN (See Item 5)
[3] Includes 546,875 shares of Common Stock issuable on the exercise of warrants as described in Item 6 and includes 410,157 shares of common stock issuable on conversion of debt securities(as computed under Rule 13d‑3(d)(1)(i)).
[4] Percentage of class is based on 9,108,826 outstanding shares of Common Stock , which is the sum of 6,836,099 shares of common stock reported as outstanding as of December 16, 2016 in the Subscription Agreement filed as Exhibit 10.1 to the Form 8-K, plus the 2,272,727 shares of Common Stock issued in a private placement on December 19, 2016, as disclosed in the Form 8-K.
CUSIP NO. 382410843 Page 4 of 9
1. NAMES OF REPORTING PERSONS.
Rupert H. Johnson, Jr.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2I[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,282,605 [5]
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.4% [6]
14. TYPE OF REPORTING PERSON
HC,IN (See Item 5)
[5] Includes 546,875 shares of Common Stock issuable on the exercise of warrants as described in Item 6 and includes 410,157 shares of common stock issuable on conversion of debt securities(as computed under Rule 13d‑3(d)(1)(i)).
[6] Percentage of class is based on 9,108,826 outstanding shares of Common Stock , which is the sum of 6,836,099 shares of common stock reported as outstanding as of December 16, 2016 in the Subscription Agreement filed as Exhibit 10.1 to the Form 8-K, plus the 2,272,727 shares of Common Stock issued in a private placement on December 19, 2016, as disclosed in the Form 8-K.
CUSIP NO. 382410843 Page 5 of 9
1. NAMES OF REPORTING PERSONS.
Franklin Advisers, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO, WC
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2I[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
5,282,6051
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
5,282,605 [7]
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,282,6051
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.4% [8]
14. TYPE OF REPORTING PERSON
IA,CO (See Item 5)
[7] Includes 546,875 shares of Common Stock issuable on the exercise of warrants as described in Item 6 and includes 410,157 shares of common stock issuable on conversion of debt securities(as computed under Rule 13d‑3(d)(1)(i)).
[8] Percentage of class is based on 9,108,826 outstanding shares of Common Stock , which is the sum of 6,836,099 shares of common stock reported as outstanding as of December 16, 2016 in the Subscription Agreement filed as Exhibit 10.1 to the Form 8-K, plus the 2,272,727 shares of Common Stock issued in a private placement on December 19, 2016, as disclosed in the Form 8-K.
CUSIP NO. 382410843 Page 6 of 9
This Amendment No. 2 to the Statement on Schedule 13D amends the Statement on Schedule 13D originally filed with the Securities and Exchange Commission on October 24, 2016, as previously amended on December 19, which relates to shares of Common Stock, par value $0.01 per share (the “Shares”), of GOODRICH PETROLEUM CORPORATION a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 801 Louisiana, Suite 700, Houston, Texas, 77002.
This Amendment No. 2 to Schedule 13D amends and supplements the previously amended Schedule 13D as follows. Except as provided herein, this Amendment No. 2 to Schedule 13D does not modify any of the information previously reported on such Schedule 13D, including any amendment thereto.
Item 4. Purpose of Transaction
The following paragraphs are added to the Item 4:
On February 23, 2017, the Funds sold 112,000 Shares in public offering pursuant to the Issuer’s effective registration statement on behalf of the Funds.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated in its entirety to read as follows:
(a-b) The Shares may be deemed to be beneficially owned by FAV for purposes of Rule 13d-3 under the Act in their capacity as the investment advisers to the Funds pursuant to investment management contracts that grant them investment and/or voting power. When an investment management contract (including a sub-advisory agreement) delegates to an investment management subsidiary investment discretion or voting power over the securities held in the investment advisory accounts that are subject to that agreement, FRI treats the investment management subsidiary as having sole investment discretion or voting authority, as the case may be, unless the agreement specifies otherwise. Accordingly, FAV, as an investment management subsidiary, reports on Schedule 13D that it has sole investment discretion and voting authority over the securities covered by any such investment management agreement.
Beneficial ownership by FRI and the investment management subsidiaries, including FAV, is being reported in conformity with the guidelines articulated by the SEC staff in Release No. 34‑39538 (January 12, 1998) relating to organizations, such as FRI, where related entities exercise voting and investment powers over the securities being reported independently from each other. The voting and investment powers held by Franklin Mutual Advisers, LLC (“FMA”), an indirect wholly‑owned investment management subsidiary of FRI, are exercised independently from FRI, the investment management subsidiaries and their other affiliates. Furthermore, internal policies and procedures of FMA and FRI establish informational barriers that prevent the flow between FMA and FRI and its other affiliates of information that relates to the voting and investment powers over the securities owned by their investment management clients. Consequently, FMA, on the one hand, and FRI and its other affiliates, on the other hand, report the securities over which they hold investment and voting power separately from each other for purposes of Section 13 of the Act.
Charles B. Johnson and Rupert H. Johnson, Jr. (the “Principal Shareholders”) each own in excess of 10% of FRI’s outstanding common stock and are the principal stockholders of FRI. FRI and the Principal Shareholders may be deemed to be, for purposes of Rule 13d‑3 under the Act, the beneficial owners of securities held by persons and entities for whom or for which FRI’s subsidiaries provide investment management services. The number of shares that may be deemed to be beneficially owned and the percentage of the class of which such shares are a part are reported in Items 11 and 13 of the cover pages for FRI and each of the Principal Shareholders. FRI, the Principal Shareholders and FAV disclaim any pecuniary interest in any of the Shares, Warrants and Notes. In addition, the filing of the Schedule 13D on behalf of the Principal Shareholders, FRI and FAV should not be construed as an admission that any of them is, and each disclaims that it is, the beneficial owner, as defined in Rule 13d‑3, of any of the Shares, Warrants or Notes.
FRI, the Principal Shareholders and FAV believe that they are not a “group” within the meaning of Rule 13d‑5 under the Act and that they are not otherwise required to attribute to each other the beneficial ownership of the Shares, Warrants and Notes held by any of them or by any persons or entities for whom or for which FAV provides investment management services.
CUSIP NO. 382410843 Page 7 of 9
The number of Shares as to which each reporting person on this Schedule 13D has:
|
(i) |
Sole power to vote or to direct the vote of the Shares:
|
|
| |
|
|
|
|
| |
|
|
Franklin Resources, Inc.: |
0 |
| |
|
|
|
|
| |
|
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Charles B. Johnson: |
0 |
| |
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|
|
|
| |
|
|
Rupert H. Johnson, Jr.: |
0 |
| |
|
|
|
|
| |
|
|
Franklin Advisers, Inc.:
|
5,282,605 |
| |
|
|
|
|
| |
|
|
|
| ||
|
(ii) |
Shared power to vote or to direct the vote of the Shares: |
0 |
||
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|
| |
|
(iii) |
Sole power to dispose or to direct the disposition of the Shares:
|
| ||
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|
|
|
| |
|
|
Franklin Resources, Inc.: |
0 |
| |
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|
|
|
| |
|
|
Charles B. Johnson: |
0 |
| |
|
|
|
|
| |
|
|
Rupert H. Johnson, Jr.: |
0 |
| |
|
|
|
|
| |
|
|
Franklin Advisers, Inc.: |
5,282,605 | ||
|
|
|
| ||
|
|
|
|
| |
|
(iv) |
Shared power to dispose or to direct the disposition of the Shares: |
0 | ||
(c) Other than as listed in Exhibit A-4, none of the reporting persons have effected any transactions in the Shares, Warrants or Notes during the past sixty days.
(d) Franklin Income Fund, a series of Franklin Custodian Funds, an investment company registered under
the Investment Company Act of 1940, has an interest in 2,260,859 Shares, or 24.8%, the Franklin High
Income Fund, a series of Franklin High Income Trust, an investment company registered under the
Investment Company Act of 1940, has an interest in 1,952,029 Shares(which includes Warrants convertible into 515,625 Shares and 386,720 Shares issuable on conversion of debt securities), or
9.30%, and the Franklin High Yield Fund, a sub-fund of Franklin Templeton Investment Funds, a Luxembourg registered SICAV has an interest 565,215 Shares, or 5.6% of the class of securities
reported herein.
(e) Not applicable
CUSIP NO. 382410843 Page 8 of 9
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.
Dated: March 2, 2017
Franklin Resources, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
Franklin Advisers, Inc.
By: /s/MARIA GRAY
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Maria Gray
Vice President and Secretary of Franklin Resources, Inc.
Attorney‑in‑Fact for Charles B. Johnson pursuant to a Limited Power of Attorney
attached to this Schedule 13D
Attorney‑in‑Fact for Rupert H. Johnson, Jr. pursuant to a Limited Power of Attorney
attached to this Schedule 13D
Secretary of Franklin Advisers, Inc.
Franklin Custodian Funds on behalf of
Franklin Income Fund
Franklin High Income Trust on behalf of
Franklin High Income Fund
Franklin Templeton Investment Funds on behalf of
Franklin High Yield Fund
By: /s/KIMBERLY H. NOVOTNY
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Kimberly H. Novotny
Vice President and Assistant Secretary of Franklin Custodian Funds
Vice President and Assistant Secretary of Franklin High Income Trust
Attorney in Fact for Franklin Templeton Investment Funds pursuant to a Limited Power of Attorney attached
to this Schedule 13D
CUSIP NO. 382410843 Page 9 of 9
EXHIBIT A-4
TRANSACTIONS IN THE PAST 60 DAYS
The transaction described below was a sell of Common Stock.
|
Date of Transaction |
Number of Shares |
Price per Share (in U.S. Dollars) |
|
02/23/2017 |
112,000 |
14.00 |