_________________________________________________
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Contango Oil & Gas Company
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Common Stock, $0.04 Par Value
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21075N204
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September 17, 2019
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*
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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.
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CUSIP No. 21075N204
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1.
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NAMES OF REPORTING PERSONS
Karlin Energy, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ◻ (b) ◻
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
1,387,500
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6.
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SHARED VOTING POWER
—0—
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7.
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SOLE DISPOSITIVE POWER
1,387,500
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8.
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SHARED DISPOSITIVE POWER
—0—
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,387,500
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
◻
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.6%*
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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*
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Based on 79,153,937 shares of common stock of Contango Oil & Gas Company (the “Issuer”) outstanding as of September 17, 2019, following the
closing of the Issuer’s underwritten public offering as reported in the prospectus filed by the Issuer with the Securities and Exchange Commission (“SEC”) on September 16, 2019, plus 6,710,526 shares of common stock issued as a result of the
exercise of the underwriters’ option to purchase additional shares, as reported in the Form 8-K filed by the Issuer with the SEC on September 18, 2019.
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CUSIP No. 21075N204
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1.
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NAMES OF REPORTING PERSONS
Gracie Investing, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ◻ (b) ◻
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
8,421,052
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6.
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SHARED VOTING POWER
—0—
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7.
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SOLE DISPOSITIVE POWER
8,421,052
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8.
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SHARED DISPOSITIVE POWER
—0—
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,421,052
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
◻
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.8%*
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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*
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Based on 79,153,937 shares of common stock of the Issuer outstanding as of September 17, 2019, following the closing of the Issuer’s underwritten
public offering as reported in the prospectus filed by the Issuer with the SEC on September 16, 2019, plus 6,710,526 shares of common stock issued as a result of the exercise of the underwriters’ option to purchase additional shares, as
reported in the Form 8-K filed by the Issuer with the SEC on September 18, 2019.
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CUSIP No. 21075N204
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1.
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NAMES OF REPORTING PERSONS
Karlin Asset Management, Inc.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ◻ (b) ◻
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
—0—
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6.
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SHARED VOTING POWER
9,808,552
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|||
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7.
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SOLE DISPOSITIVE POWER
—0—
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8.
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SHARED DISPOSITIVE POWER
9,808,552
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,808,552
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||||
10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
◻
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||||
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.4%*
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||||
12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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*
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Based on 79,153,937 shares of common stock of the Issuer outstanding as of September 17, 2019, following the closing of the Issuer’s underwritten
public offering as reported in the prospectus filed by the Issuer with the SEC on September 16, 2019, plus 6,710,526 shares of common stock issued as a result of the exercise of the underwriters’ option to purchase additional shares, as
reported in the Form 8-K filed by the Issuer with the SEC on September 18, 2019.
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CUSIP No. 21075N204
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1.
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NAMES OF REPORTING PERSONS
Karlin Holdings Limited Partnership
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ◻ (b) ◻
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
—0—
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6.
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SHARED VOTING POWER
9,808,552
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|||
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7.
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SOLE DISPOSITIVE POWER
—0—
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|||
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8.
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SHARED DISPOSITIVE POWER
9,808,552
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|||
9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,808,552
|
||||
10.
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
◻
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||||
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.4%*
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||||
12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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*
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Based on 79,153,937 shares of common stock of the Issuer outstanding as of September 17, 2019, following the closing of the Issuer’s underwritten
public offering as reported in the prospectus filed by the Issuer with the SEC on September 16, 2019, plus 6,710,526 shares of common stock issued as a result of the exercise of the underwriters’ option to purchase additional shares, as
reported in the Form 8-K filed by the Issuer with the SEC on September 18, 2019.
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CUSIP No. 21075N204
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1.
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NAMES OF REPORTING PERSONS
Gary Karlin Michelson MD Living Trust dated 10/1/1993
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ◻ (b) ◻
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
California
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
—0—
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6.
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SHARED VOTING POWER
9,808,552
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|||
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7.
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SOLE DISPOSITIVE POWER
—0—
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|||
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8.
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SHARED DISPOSITIVE POWER
9,808,552
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|||
9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,808,552
|
||||
10.
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
◻
|
||||
11.
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.4%*
|
||||
12.
|
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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*
|
Based on 79,153,937 shares of common stock of the Issuer outstanding as of September 17, 2019, following the closing of the Issuer’s underwritten
public offering as reported in the prospectus filed by the Issuer with the SEC on September 16, 2019, plus 6,710,526 shares of common stock issued as a result of the exercise of the underwriters’ option to purchase additional shares, as
reported in the Form 8-K filed by the Issuer with the SEC on September 18, 2019.
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CUSIP No. 21075N204
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1.
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NAMES OF REPORTING PERSONS
Gary Karlin Michelson
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||||
2.
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ◻ (b) ◻
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||||
3.
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SEC USE ONLY
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||||
4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
—0—
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6.
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SHARED VOTING POWER
9,808,552
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|||
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7.
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SOLE DISPOSITIVE POWER
—0—
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|||
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8.
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SHARED DISPOSITIVE POWER
9,808,552
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|||
9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,808,552
|
||||
10.
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
◻
|
||||
11.
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.4%*
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||||
12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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*
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Based on 79,153,937 shares of common stock of the Issuer outstanding as of September 17, 2019, following the closing of the Issuer’s underwritten
public offering as reported in the prospectus filed by the Issuer with the SEC on September 16, 2019, plus 6,710,526 shares of common stock issued as a result of the exercise of the underwriters’ option to purchase additional shares, as
reported in the Form 8-K filed by the Issuer with the SEC on September 18, 2019.
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Item 1 (a).
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Name of Issuer:
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Item 1 (b).
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Address of Issuer’s Principal Executive Offices:
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Item 2 (a).
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Name of Person Filing:
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(i)
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Karlin Energy, a Delaware limited liability company;
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(ii)
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Gracie, a Delaware limited liability company;
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(iii)
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Karlin Asset Management, Inc., a Delaware corporation (“Karlin Asset Management”), the Manager of each of the Funds and General Partner of Karlin
Holdings Limited Partnership (“Karlin Holdings”);
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(iv)
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Karlin Holdings, a Nevada limited partnership and Sole Member of each of the Funds;
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(v)
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Gary Karlin Michelson MD Living Trust dated 10/1/1993, a California trust (the “Karlin Trust”), the sole owner of Karlin Asset Management; and
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(vi)
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Gary Karlin Michelson, a United States citizen, the Trustee of the Karlin Trust and sole director of Karlin Asset Management.
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Item 2 (b).
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Address of Principal Business Office or, if None, Residence:
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Item 2 (c).
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Citizenship:
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Item 2 (d).
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Title of Class of Securities:
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Item 2 (e).
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CUSIP Number:
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Item 3.
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Not applicable.
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Item 4.
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Ownership.
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(a)
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Amount beneficially owned: 1,387,500 shares of Common Stock
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(b)
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Percent of class: 1.6%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote: 1,387,500
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(ii)
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Shared power to vote or to direct the vote: —0—
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(iii)
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Sole power to dispose or to direct the disposition of: 1,387,500
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(iv)
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Shared power to dispose or to direct the disposition of: —0—
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(a)
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Amount beneficially owned: 8,421,052 shares of Common Stock
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(b)
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Percent of class: 9.8%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote: 8,421,052
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(ii)
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Shared power to vote or to direct the vote: —0—
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(iii)
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Sole power to dispose or to direct the disposition of: 8,421,052
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(iv)
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Shared power to dispose or to direct the disposition of: —0—
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(a)
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Amount beneficially owned: 9,808,552 shares of Common Stock
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(b)
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Percent of class: 11.4%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote: —0—
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(ii)
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Shared power to vote or to direct the vote: 9,808,552
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(iii)
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Sole power to dispose or to direct the disposition of: —0—
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(iv)
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Shared power to dispose or to direct the disposition of: 9,808,552
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person.
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Item 8.
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Identification and Classification of Members of the Group.
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Item 9.
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Notice of Dissolution of Group.
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Item 10.
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Certification.
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September 20, 2019
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Date
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KARLIN ENERGY, LLC
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By: KARLIN ASSET MANAGEMENT, INC., its Manager
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/s/ David A. Cohen
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Signature
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David A. Cohen/CEO
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Name/Title
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GRACIE INVESTING, LLC
By: KARLIN ASSET MANAGEMENT, INC., its Manager
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/s/ David A. Cohen
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Signature
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David A. Cohen/CEO
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Name/Title
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KARLIN ASSET MANAGEMENT, INC.
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/s/ David A. Cohen
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Signature
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David A. Cohen/CEO
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Name/Title
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KARLIN HOLDINGS LIMITED PARTNERSHIP
By: KARLIN ASSET MANAGEMENT, INC., its general partner
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/s/ David A. Cohen
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Signature
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David A. Cohen/CEO
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Name/Title
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GARY KARLIN MICHELSON MD LIVING TRUST DATED 10/1/1993
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/s/ Gary Karlin Michelson
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Signature
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Gary Karlin Michelson/Trustee
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Name/Title
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GARY KARLIN MICHELSON
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/s/ Gary Karlin Michelson
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Signature
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Exhibit 99.1
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Joint Filing Agreement, dated as of September 20, 2019, by and among Karlin Energy, LLC, Gracie Investing, LLC, Karlin Asset Management, Inc., Karlin
Holdings Limited Partnership, Gary Karlin Michelson MD Living Trust dated 10/1/1993 and Gary Karlin Michelson, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
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September 20, 2019
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Date
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KARLIN ENERGY, LLC
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By: KARLIN ASSET MANAGEMENT, INC., its Manager
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/s/ David A. Cohen
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Signature
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David A. Cohen/CEO
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Name/Title
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GRACIE INVESTING, LLC
By: KARLIN ASSET MANAGEMENT, INC., its Manager
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/s/ David A. Cohen
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Signature
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David A. Cohen/CEO
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Name/Title
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KARLIN ASSET MANAGEMENT, INC.
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/s/ David A. Cohen
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Signature
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David A. Cohen/CEO
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Name/Title
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KARLIN HOLDINGS LIMITED PARTNERSHIP
By: KARLIN ASSET MANAGEMENT, INC., its general partner
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/s/ David A. Cohen
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Signature
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David A. Cohen/CEO
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Name/Title
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GARY KARLIN MICHELSON MD LIVING TRUST DATED 10/1/1993
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/s/ Gary Karlin Michelson
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Signature
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Gary Karlin Michelson/Trustee
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Name/Title
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GARY KARLIN MICHELSON
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/s/ Gary Karlin Michelson
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Signature
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