Explanatory Note
The following constitutes Amendment No. 14 (“Amendment No. 14”) to the Schedule 13D (the
“Original Schedule 13D”) filed by the undersigned on June 13, 2018, as amended and supplemented by Amendment No. 1 to the Original Schedule 13D, filed on August 15, 2018, as amended and supplemented by
Amendment No. 2 to the Original Schedule 13D, filed on November 20, 2018, as amended and supplemented by the Amendment No. 3 to the Original Schedule 13D, filed on December 3, 2018, as amended and supplemented by the Amendment
No. 4 to the Original Schedule 13D, filed on September 18, 2019, as amended and supplemented by the Amendment No. 5 to the Original Schedule 13D, filed on November 1, 2019, as amended and supplemented by the Amendment No. 6
to the Original Schedule 13D, filed on November 18, 2019, as amended and supplemented by the Amendment No. 7 to the Original Schedule 13D, filed on December 18, 2019, as amended and supplemented by the Amendment No. 8 to the
Original Schedule 13D, filed on December 23, 2019, as amended and supplemented by the Amendment No. 9 to the Original Schedule 13D, filed on June 11, 2020, as amended and supplemented by the Amendment No. 10 to the Original
Schedule 13D, filed on October 27, 2020, as amended and supplemented by the Amendment No. 11 to the Original Schedule 13D, filed on December 22, 2020, as amended and supplemented by the Amendment No. 12 to the Original Schedule
13D, filed on January 22, 2021, as amended and supplemented by the Amendment No. 13, to the Original Schedule 13D, filed on June 9, 2021 (as amended and supplemented, collectively, this “Schedule 13D”) relating
to the shares of common stock, par value $0.04 per shares (the “Common Stock”), of Contango Oil & Gas (the “Issuer”), a Fort Worth, Texas based, independent energy company. The address of the
Issuer’s office is 111 E. 5th Street, Suite 300, Fort Worth, Texas 76102. This Amendment No. 14 amends the Schedule 13D as specifically set forth herein.
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Item 4.
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Purpose of the Transaction.
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Item 4 is hereby amended and supplemented by adding at the end thereof the following paragraphs:
As disclosed in the Issuer’s Current Report on Form 8-K filed on December 6, 2021,
stockholders of the Issuer approved and adopted the transaction agreement, dated as of June 7, 2021, by and among the Issuer, Independence Energy LLC (“Independence”), IE PubCo Inc., IE OpCo LLC, IE C Merger Sub Inc., and IE L Merger
Sub LLC, pursuant to which the Issuer and Independence would combine their operations in an all-stock merger (the “Merger”). In connection with the Merger, on December 7, 2021, the Issuer and
Independence notified the New York Stock Exchange American (the “NYSE American”) that each issued and outstanding share of Common Stock of the Issuer was exchanged for 0.2000 shares of shares of Class A Common Stock of New PubCo. On
December 7, 2021, at the effective time of the Merger, each of the Reporting Person’s Common Stock became exchangeable for 0.2000 validly issued, fully paid and non-assessable shares of New PubCo
Class A Common Stock.
As a result of the Merger, the Common Stock will no longer be listed on any securities exchange or quotation
system, including the NYSE American. NYSE American has filed an application on Form 25 with the SEC to remove the Common Stock from listing on NYSE American and withdraw registration of the Shares under the Securities and Exchange Act of 1934, as
amended (the “Exchange Act”). The deregistration will become effective 90 days after the filing of Form 25 or such shorter period as may be determined by the SEC. The Issuer intends to suspend its reporting obligations under the Exchange
Act by filing a certification and notice on Form 15 with the SEC in approximately ten days. The Issuer’s reporting obligations under the Exchange Act will be suspended immediately as of the filing date of the Form 15 and will terminate once the
deregistration becomes effective.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended and restated in its entirety as follows:
The aggregate percentage of Common Stock reported beneficially owned by each person named herein is based upon 0 Common Stock outstanding as
of close of business on December 7, 2021.
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(a)
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As of the date of this filing:
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i.
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Goff MCF, GFS Contango, Goff MCEP, MCEP II, GFS MCEP, Goff Energy, GFS Energy, Goff Family Trust, Family
Investments, Goff Capital, GFS Management, GFS, GFT, Holdings, Holdings GP, Kulik, Kulik GP, Goff Foundation, Travis Goff, and John C. Goff may be deemed to beneficially own 0 shares of Common Stock, constituting approximately 0.0% shares of Common
Stock outstanding.
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(b)
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Shared voting and dispositive powers of the Reporting Persons:
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i.
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As general partner of Family Investments and manager of Goff MCEP, Goff Capital may be deemed to have the power
or shared power to vote or direct the vote of and the power or shared power to dispose or direct the disposition of the Common Stock directly held by Family Investments and Goff MCEP. Goff Capital disclaims beneficial ownership of the Common Stock
directly held by Family Investments and Goff MCEP, except to the extent of its pecuniary interest therein.
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