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)

October 12, 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.   O’Connor Global Multi-Strategy Alpha Master Limited
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   Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:				5.		Sole Voting Power   0
				6.		Shared Voting Power   526,896
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   526,896
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   526,896 (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)   7.4% (see Item 4)
12.		Type of Reporting Person (See Instructions)   CO; OO

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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 O’Connor Global Multi-Strategy Alpha Master Limited, a Cayman Islands ordinary non-resident company (the “Reporting Person”).

The principal business office of the Reporting Person is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town KY1-1104, Cayman Islands.

(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:

Not applicable.

Item 4. Ownership.

(a) and (b):

Immediately following the closing of the transactions described in the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on October 14, 2016, the Reporting Person may have been deemed to have beneficial ownership of 526,896 shares of Common Stock, which consisted of (i) 7,247 shares of Common Stock held by the Reporting Person, (ii) 252,890 shares of Common Stock issuable upon exercise of a warrant held by the Reporting Person (“Warrant 1”), (iv) 77,103 shares of Common Stock issuable upon exercise of a second warrant held by the Reporting Person (“Warrant 2”) and (v) 189,656 shares of Common Stock issuable upon conversion of a convertible note held by the Reporting Person (the “Note”), and all such shares of Common Stock in the aggregate represented beneficial ownership of approximately 7.4% of the Common Stock, based on (1) 5,757,500 shares of Common Stock issued by the Issuer to prior second lien note holders on a pro rata basis on October 12, 2016, (2) 117,500 shares of Common Stock issued by the Issuer to former unsecured note holders and former holders of general unsecured claims on a pro rata basis on October 12, 2016, (3) 728,261 shares of Common Stock issued under the Issuer’s management incentive plan as of October 12, 2016, (4) 252,890 shares of Common Stock issuable upon exercise of Warrant 1, (5) 77,103 shares of Common Stock issuable upon exercise of Warrant 2 and (6) 189,656 shares of Common Stock issuable upon conversion of the Note.

(c)

Number of shares as to which the Reporting Person has:

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

(2) Shared power to vote or to direct the vote: 526,896.

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

(4) Shared power to dispose or to direct the disposition of 526,896.

 

Item 5.

Ownership of Five Percent or Less of a Class

Not applicable.

 

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

Not applicable.

 

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 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 15, 2017