SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Anchorage Capital Group, L.L.C. (Last) (First) (Middle) 610 BROADWAY 6TH FLOOR (Street) NEW YORK NY 10012 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/22/2016	3. Issuer Name and Ticker or Trading Symbol GOODRICH PETROLEUM CORP [ GDPP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	809,028	I(1)(3)	By AIO V AIV 1 Holdings, L.P.
Common Stock	758,716	I(2)(3)	By Anchorage Illiquid Opportunities V, L.P.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants (Right to Buy)	(4)	10/12/2026	Common Stock	26,193	(4)	I(1)(3)	By AIO V AIV 1 Holdings, L.P.
Warrants (Right to Buy)	(4)	10/12/2026	Common Stock	24,564	(4)	I(2)(3)	By Anchorage Illiquid Opportunities V, L.P.

1. Name and Address of Reporting Person* Anchorage Capital Group, L.L.C. (Last) (First) (Middle) 610 BROADWAY 6TH FLOOR (Street) NEW YORK NY 10012 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Anchorage Advisors Management, LLC (Last) (First) (Middle) 610 BROADWAY 6TH FLOOR (Street) NEW YORK NY 10012 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Ulrich Kevin Michael (Last) (First) (Middle) 610 BROADWAY 6TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These shares and warrants are held for the account of AIO V AIV 1 Holdings, L.P. ("AIV 1"). Anchorage Capital Group, L.L.C. ("Capital Group") is the investment manager to AIV 1. Anchorage Advisors Management, L.L.C. is the sole managing member of Capital Group. Mr. Ulrich is the Chief Executive Officer of Capital Group and the senior managing member of Anchorage Advisors Management, L.L.C.

2. These shares and warrants are held for the account of Anchorage Illiquid Opportunities V, L.P. ("AIO V"). Capital Group is the investment manager to AIO V. Anchorage Advisors Management, L.L.C. is the sole managing member of Capital Group. Mr. Ulrich is the Chief Executive Officer of Capital Group and the senior managing member of Anchorage Advisors Management, L.L.C.

3. Each reporting person disclaims beneficial ownership of the reported securities except to the extent, if any, of its or his pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

4. These warrants are exercisable for 0.00001% of the Common Stock Deemed Outstanding (as defined in the Warrant Agreement) at the time of exercise, and may be exercised at any time after the Distribution Date (as defined in the Issuer's Plan of Reorganization) following the first date that the product of (x) the Common Stock Deemed Outstanding and (y) the Current Sale Price (as defined in the Warrant Agreement), is equal to at least $230.0 million, as may be adjusted in accordance with the terms of the Warrant Agreement. The Warrant Agreement is incorporated herein by reference to Exhibit 10.6 to the Form 8-K filed by the Issuer on October 14, 2016.

	Anchorage Capital Group, L.L.C., By: /s/ Kevin M. Ulrich, Authorized Signatory	01/03/2017
	Anchorage Advisors Management, L.L.C., By: /s/ Kevin M. Ulrich, Authorized Signatory	01/03/2017
	/s/ Kevin M. Ulrich	01/03/2017
	** Signature of Reporting Person	Date
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