Explanatory Note
This Amendment No. 1 to Schedule 13D (this “Amendment”) amends and supplements the statement on Schedule 13D filed with the
Securities and Exchange Commission on June 17, 2021 (the “Original Schedule 13D”) with respect to the common stock, par value $0.04 per share (the “Common Stock”), of Contango Oil & Gas Company, a Texas corporation
(the “Issuer”). Except as specifically amended and supplemented by this Amendment, the Original Schedule 13D remains in full force and effect. Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to
such terms in the Original Schedule 13D. This Amendment constitutes an exit filing of the Reporting Persons, in respect of the Common Stock previously reported as beneficially owned by the Reporting Persons.
Item 4. Purpose of Transaction.
Item 4 is hereby
amended and supplemented by adding the following to the end thereof:
On December 7, 2021, New PubCo consummated the transactions
contemplated by the Transaction Agreement, among the Issuer, Independence, New PubCo, OpCo, L Merger Sub and C Merger Sub, pursuant to which each of the Issuer and Independence became wholly owned subsidiaries of New PubCo. In connection with the
consummation of the transactions as contemplated by the Transaction Agreement, the irrevocable proxies granted to Independence, the executive officers of Independence and any person designated in writing by Independence under the Voting Agreement
were automatically revoked in accordance with the terms of the Voting Agreement.
As a result of the foregoing and as of December 7,
2021, to the extent the terms of the Voting Agreement previously may have resulted in the Reporting Persons being deemed for purposes of Rule 13d-3 promulgated under the Exchange Act to be the beneficial owner
of shares of Common Stock, the Reporting Persons are no longer deemed for purposes of Rule 13d-3 promulgated under the Exchange Act to beneficially own any shares of Common Stock.
Item 5. Interest in Securities of the Issuer.
Item
5 is hereby amended and restated in its entirety as follows:
(a) and (b). The Reporting Persons do not beneficially own any Common Stock.
(c). Except for the foregoing transactions and as set forth in this Amendment with reference to the Transaction Agreement and the Voting
Agreement, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the other individuals named in Item 2, has effected any transaction in shares of Common Stock during the past 60 days.
(d). Not applicable.
(e). As
described herein, none of the Reporting Persons beneficially own more than five percent of the Common Stock.
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