SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MORTON GERALD A

(Last)

(First)

(Middle)

500 DALLAS STREET

SUITE 2300

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CARRIZO OIL & GAS INC [ CRZO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	General Counsel & VP-Bus Dev

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/17/2019		M		2,742⁽¹⁾	A	$0	102,178	D
Common Stock	03/17/2019		M		10,360	A	$0	112,538	D
Common Stock	03/17/2019		M		10,496	A	$0	123,034	D
Common Stock	03/17/2019		M		19,865	A	$0	142,899	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Share Units⁽²⁾	$0.0	03/17/2019		M			3,655	⁽³⁾	⁽³⁾	Common Stock	3,655	$0	0	D
Restricted Stock Units⁽⁴⁾	$0.0	03/17/2019		M			10,360	⁽⁵⁾	⁽⁵⁾	Common Stock	10,360	$0	0	D
Restricted Stock Units⁽⁴⁾	$0.0	03/17/2019		M			10,496	⁽⁶⁾	⁽⁶⁾	Common Stock	10,496	$0	10,496	D
Restricted Stock Units⁽⁴⁾	$0.0	03/17/2019		M			19,865	⁽⁷⁾	⁽⁷⁾	Common Stock	19,865	$0	39,730	D

Explanation of Responses:

1. This amount represents approximately 75% of the target performance share units granted based upon the issuer's total shareholder return measured against an industry peer group over a three year period.

2. Each performance share unit represents a contingent right to receive one share of common stock.

3. These performance share units vested on March 17, 2019. The number of performance share units can range from 0% to 200% of the units granted based upon the issuer's total shareholder return measured against an industry peer group over a three year period.

4. Each restricted stock unit represents a contingent right to receive one share of common stock.

5. These restricted stock units vested in three equal installments on March 17, 2017, March 17, 2018 and March 17, 2019.

6. These restricted stock units vested, or will vest, in three equal installments on March 17, 2018, March 17, 2019 and March 17, 2020.

7. These restricted stock units vested, or will vest, in three equal installments on March 17, 2019, March 17, 2020 and March 17, 2021.

Remarks:

	/s/ David L. Pitts, attorney-in-fact	03/19/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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