UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

Goodrich Petroleum Corporation

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

382410843

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

a.

☒ Rule 13d-1(b)

 

b.

☐ Rule 13d-1(c)

 

c.

☐ Rule 13d-1(d)

 

*	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 in 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).

 

 

 

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CUSIP No. 382410843

 

1.		Names of Reporting Persons.   Dawn Fitzpatrick
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization   United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:				5.		Sole Voting Power   0
				6.		Shared Voting Power   621,528
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   621,528
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   621,528 (see Item 4)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.		Percent of Class Represented by Amount in Row (9)   6.4% (see Item 4)
12.		Type of Reporting Person (See Instructions)   IN; HC

 

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CUSIP No. 382410843

 

1.		Names of Reporting Persons.   Kevin Russell
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization   United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:				5.		Sole Voting Power   0
				6.		Shared Voting Power   621,528
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   621,528
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   621,528 (see Item 4)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.		Percent of Class Represented by Amount in Row (9)   6.4% (see Item 4)
12.		Type of Reporting Person (See Instructions)   IN; HC

 

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CUSIP No. 382410843

 

1.		Names of Reporting Persons.   Andrew Martin
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization   United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:				5.		Sole Voting Power   0
				6.		Shared Voting Power   621,528
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   621,528
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   621,528 (see Item 4)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.		Percent of Class Represented by Amount in Row (9)   6.4% (see Item 4)
12.		Type of Reporting Person (See Instructions)   IN; HC

 

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CUSIP No. 382410843

 

1.		Names of Reporting Persons.   UBS O’Connor LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:				5.		Sole Voting Power   0
				6.		Shared Voting Power   621,528
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   621,528
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   621,528 (see Item 4)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.		Percent of Class Represented by Amount in Row (9)   6.4% (see Item 4)
12.		Type of Reporting Person (See Instructions)   OO; IA

 

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Item 1.

(a) Name of Issuer

Goodrich Petroleum Corporation (the “Issuer”)

(b) Address of Issuer’s Principal Executive Offices

801 Louisiana St., Suite 700

Houston, Texas 77002

Item 2.

(a) Name of Person Filing

(b) Address of Principal Business Office or, if none, Residence

(c) Citizenship

This Schedule 13G is being filed on behalf of (i) Dawn Fitzpatrick, an individual who is a citizen of the United States of America (“Ms. Fitzpatrick”), (ii) Kevin Russell, an individual who is a citizen of the United States of America (“Mr. Russell”), (iii) Andrew Martin, an individual who is a citizen of the United States of America (“Mr. Martin”) and (iv) UBS O’Connor LLC, a Delaware limited liability company (“O’Connor” and together with Ms. Fitzpatrick, Mr. Russell and Mr. Martin, collectively the “Reporting Persons”).

O’Connor serves as the investment manager to each of (1) Nineteen77 Global Multi-Strategy Alpha (Levered) Master Limited (“GLEA XL”) and (2) O’Connor Global Multi-Strategy Alpha Master Limited (“GLEA”, and together with GLEA XL, collectively, the “O’Connor Funds”). In such capacity, O’Connor exercises voting and investment power over the shares of Common Stock held for the account of each of GLEA XL and GLEA. O’Connor is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940, as amended. Ms. Fitzpatrick is the Chief Executive Officer of O’Connor, Mr. Russell is the Chief Investment Officer of O’Connor and Mr. Martin is a Portfolio Manager for O’Connor, and each also exercises voting and investment power over the shares of Common Stock held for the account of the O’Connor Funds. As a result, each of O’Connor, Ms. Fitzpatrick, Mr. Russell and Mr. Martin may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of the shares of Common Stock held for the account of the O’Connor Funds.

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.

The principal business office of each of the Reporting Persons is One North Wacker Drive, 32^nd Floor, Chicago, Illinois 60606.

(d) Title of Class of Securities

Common stock, $0.01 par value per share, of the Issuer (the “Common Stock”).

(e) CUSIP Number

382410843

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)		☐		Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)		☐		Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

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(c)		☐		Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)		☐		Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
(e)		☒		An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)		☐		An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)		☒		A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)		☐		A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)		☐		A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)		☐		A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
(k)		☐		Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

 

Item 4.

Ownership.

(a) and (b):

As of the close of business on December 31, 2016, each of the Reporting Persons may have been deemed to have beneficial ownership of 621,528 shares of Common Stock, which consisted of (i) 7,247 shares of Common Stock held by GLEA, (ii) 341 shares of Common Stock held by GLEA XL, (iii) 252,890 shares of Common Stock issuable upon exercise of a warrant held by GLEA (“GLEA Warrant 1”), (iv) 77,103 shares of Common Stock issuable upon exercise of a second warrant held by GLEA (“GLEA Warrant 2”), (v) 189,656 shares of Common Stock issuable upon conversion of a convertible note held by GLEA (the “GLEA Note”), (vi) 51,797 shares of Common Stock issuable upon exercise of a warrant held by GLEA XL (“GLEA XL Warrant 1”), (vii) 3,635 shares of Common Stock issuable upon exercise of a second warrant held by GLEA XL (“GLEA XL Warrant 2”) and (viii) 38,859 shares of Common Stock issuable upon conversion of a convertible note held by GLEA XL (the “GLEA XL Note”), and all such shares of Common Stock in the aggregate represented beneficial ownership of approximately 6.4% of the Common Stock, based on (1) 6,836,099 shares of Common Stock outstanding as of December 6, 2016, as reported in the Issuer’s Form S-1 filed with the Securities and Exchange Commission on December 12, 2016, plus (2) 2,272,727 shares of Common Stock issued by the Issuer in the transaction described in the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on December 22, 2016, (3) 252,890 shares of Common Stock issuable upon exercise of GLEA Warrant 1, (4) 77,103 shares of Common Stock issuable upon exercise of GLEA Warrant 2, (5) 189,656 shares of Common Stock issuable upon conversion of the GLEA Note, (6) 51,797 shares of Common Stock issuable upon exercise of GLEA XL Warrant 1, (7) 3,635 shares of Common Stock issuable upon exercise of GLEA XL Warrant 2 and (8) 38,859 shares of Common Stock issuable upon conversion the GLEA XL Note.

(c)

Number of shares as to which each Reporting Person has:

(1) Sole power to vote or to direct the vote: 0.

(2) Shared power to vote or to direct the vote: 621,528.

(3) Sole power to dispose or to direct the disposition of 0.

(4) Shared power to dispose or to direct the disposition of 621,528.

 

Item 5.

Ownership of Five Percent or Less of a Class

Not applicable.

 

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Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

The information set forth in Item 2 is hereby incorporated herein by reference.

 

Item 8.

Identification and Classification of Members of the Group

Not applicable.

 

Item 9.

Notice of Dissolution of Group

Not applicable.

 

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

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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: February 14, 2017

 

 

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Exhibit 1

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Date: February 14, 2017

 

 

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