Prepared and filed by St Ives Burrups

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O249dkEv77MLW2+DONyIkuDC75K5rPpQh3awr9EFdszKnGbjgILHayqQrNxH6Zkw gHaDU/bW1vx7OesgNYpvpw== 0001125282-04-000921.txt : 20040309 0001125282-04-000921.hdr.sgml : 20040309 20040309152356 ACCESSION NUMBER: 0001125282-04-000921 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040305 FILED AS OF DATE: 20040309 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: J P MORGAN PARTNERS 23A SBIC MANAGER INC CENTRAL INDEX KEY: 0001243237 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-29187-87 FILM NUMBER: 04657406 MAIL ADDRESS: STREET 1: C/O JPMORGAN PARTNERS STREET 2: 1221 AVENUE OF THE AMERICAS 40TH FL. CITY: NEW YORK STATE: NY ZIP: 10021 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JP MORGAN CHASE BANK CENTRAL INDEX KEY: 0001208636 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 8880 [8880] FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-29187-87 FILM NUMBER: 04657405 BUSINESS ADDRESS: STREET 1: 1CHASE MANHATTAN PLAZA STREET 2: 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10081 BUSINESS PHONE: 2125524904 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CARRIZO OIL & GAS INC CENTRAL INDEX KEY: 0001040593 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760415919 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 14701 ST MARYS LANE STREET 2: STE 800 CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 2814961352 MAIL ADDRESS: STREET 1: 14701 ST MARYS LANE STREET 2: SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77079 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JP MORGAN PARTNERS 23A SBIC LP CENTRAL INDEX KEY: 0001106535 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-29187-87 FILM NUMBER: 04657408 BUSINESS ADDRESS: STREET 1: J.P. MORGAN PARTNERS STREET 2: 1221 AVENUE OF THE AMERICAS 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2128993400 MAIL ADDRESS: STREET 1: J.P. MORGAN PARTNERS STREET 2: 1221 AVENUE OF THE AMERICAS 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 FORMER NAME: FORMER CONFORMED NAME: CB CAPITAL INVESTORS LLC DATE OF NAME CHANGE: 20000211 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: J P MORGAN CHASE & CO CENTRAL INDEX KEY: 0000019617 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-29187-87 FILM NUMBER: 04657407 BUSINESS ADDRESS: STREET 1: 270 PARK AVE STREET 2: 39TH FL CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122706000 MAIL ADDRESS: STREET 1: 270 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: CHASE MANHATTAN CORP /DE/ DATE OF NAME CHANGE: 19960402 FORMER NAME: FORMER CONFORMED NAME: CHEMICAL BANKING CORP DATE OF NAME CHANGE: 19920703 FORMER NAME: FORMER CONFORMED NAME: CHEMICAL NEW YORK CORP DATE OF NAME CHANGE: 19880508 4 1 b330652_ex.xml X0201 4 2004-03-05 0 0001040593 CARRIZO OIL & GAS INC CRZO 0001106535 JP MORGAN PARTNERS 23A SBIC LP C/O J.P. MORGAN PARTNERS LLC 1221 AVENUE OF THE AMERICAS 40TH FLOOR NEW YORK NY 10020 0 0 1 0 0001243237 J P MORGAN PARTNERS 23A SBIC MANAGER INC C/O JPMORGAN PARTNERS 1221 AVENUE OF THE AMERICAS 40TH FL. NEW YORK NY 10021 0 0 1 0 0001208636 JP MORGAN CHASE BANK 1CHASE MANHATTAN PLAZA 40TH FLOOR NEW YORK NY 10081 0 0 1 0 0000019617 J P MORGAN CHASE & CO 270 PARK AVE 39TH FL NEW YORK NY 10017 0 0 1 0 Common Stock 2004-03-05 4 S 0 249938 7.00 D 1515550 D Warrants 2.20 2007-12-15 Common Stock 2208151 2208151 D Stock Options (right to purchase) 1.75 2000-12-15 2009-12-15 Common Stock 16667 16667 I See Footnote Stock Options (right to purchase) 5.1719 2001-05-19 2010-05-19 Common Stock 3333 3333 I See Footnote Stock Options (right to purchase) 7.40 2002-05-18 2011-05-17 Common Stock 2500 2500 I See Footnote Stock Options (right to purchase) 5.36 2003-03-27 2012-03-27 Common Stock 10000 10000 I See Footnote Stock Options (right to purchase) 4.78 2003-05-22 2012-05-22 Common Stock 5000 5000 I See Footnote Stock Options (right to purchase) 5.75 2004-05-27 2013-05-26 Common Stock 5000 5000 I See Footnote These Warrants are immediately exercisable. These stock options were granted to Arnold Chavkin and Christopher Behrens, directors of the Issuer. Messrs. Chavkin and Behrens are Executive Vice President and Managing Director, respectively, of J.P. Morgan Partners (23A SBIC), L.P. ("JPM 23A SBIC") and limited partners of JPMP Master Fund Manager, L.P. ("MF Manager"), the non-managing member of JPM 23A SBIC. Mr. Chavkin ceased to be a director of the Issuer on March 11, 2002. 6,667 of the stock options granted to him are currently exercisable. Mr. Behrens' options became exercisable in three annual installments commencing December 15, 2000. Mr. Chavkin and Mr. Behrens are obligated to transfer any shares issued under uncancelled stock options to JPM 23A SBIC. These stock options each were granted to Arnold Chavkin and Christopher Behrens, directors of the Issuer. Mr. Chavkin ceased to be a director of the Issuer on March 11, 2002. 833 of the stock options granted to him are currently exercisable. Mr. Behrens' options become exercisable in three annual installments commencing May 19, 2001. Mr. Chavkin and Mr. Behrens are obligated to transfer any shares issued under uncancelled stock options to JPM 23A SBIC. These stock options were granted to Christopher Behrens, a director of the Issuer. Mr. Behrens is obligated to transfer any shares issued under his stock options to JPM 23A SBIC. These options became exercisable in three annual installments commencing May 18, 2002. These options were granted to Bryan Martin, a director of the Issuer. Mr. Martin is a Managing Director of J.P. Morgan Partners, LLC, the investment advisor to J.P. Morgan Partners (23A SBIC Manager), Inc., the sole managing member of JPM 23A SBIC. Mr. Martin is also a limited partner of MF Manager. Mr. Martin is obligated to transfer any shares issued under his stock options to JPM 23A SBIC. These options became exercisable in three annual installments commencing March 27, 2003. 2,500 stock options each were granted to Bryan Martin and Christopher Behrens, directors of the Issuer. These options became exercisable in three annual installments commencing May 22, 2003. Mr. Martin and Mr. Behrens are obligated to transfer any shares issued under the stock options to JPM 23A SBIC. 2,500 stock options each were granted to Bryan Martin and Christopher Behrens, directors of the Issuer. These options become exercisable in three annual installments commencing May 27, 2004. Mr. Martin and Mr. Behrens are obligated to transfer any shares issued under the stock options to JPM 23A SBIC. Christopher C. Behrens 2004-03-09 EX-99.1 3 b330652_ex99-1.htm EXHIBIT 99.1 Prepared and filed by St Ives Burrups

23A SBIC/Carrizo Oil Exhibit 99.1

Name and Address of Reporting Person	Designated Reporter	Statement for month/day/year	Deemed Execution Date , if any (month/day/year)	Issuer Name, Ticker or Trading Symbol	Title of Security¹	Title of Derivative Securities and Title and Amount of Securities Underlying Derivative Securities	Ownership Form: Direct (D) or Indirect (I)	Nature of Indirect Beneficial Ownership¹	Disclaims Pecuniary Interest
J.P. Morgan Partners (23A SBIC Manager), Inc. c/o J.P. Morgan Partners, LLC 1221 Avenue of the Americas 40th Floor New York, New York 10020	J.P. Morgan Partners (23A SBIC), LP	March 5, 2004	N/A	Carrizo Oil & Gas, Inc. (“CRZO”)	Common Stock	See Table II	I	See Explanatory Note 2 below	No
J.P. Morgan Chase Bank 270 Park Avenue 35th Floor New York, NY 10017	J.P. Morgan Partners (23A SBIC), LP	March 5, 2004	N/A	Carrizo Oil & Gas, Inc. (“CRZO”)	Common Stock	See Table II	I	See Explanatory Note 3 below	No
J.P. Morgan Chase & Co. 270 Park Avenue 35^th Floor New York, NY 10017	J.P. Morgan Partners (23A SBIC), LP	March 5, 2004	N/A	Carrizo Oil & Gas, Inc. (“CRZO”)	Common Stock	See Table II	I	See Explanatory Note 4 below	No

Explanatory Note:

1)	The Designated Reporter is executing this report on behalf of all Reporting Persons, each of whom has authorized it to do so. Each of such Persons disclaims beneficial ownership of the securities to the extent it exceeds such Person’s pecuniary interest therein.

The amounts shown in Tables I and II represent the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners (23A SBIC), L.P., (“JPM 23A SBIC”), a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is the general partner of JPM 23A SBIC. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within JPM 23A SBIC.

The amounts shown in Tables I and II represent the beneficial ownership of the Issuer’s equity securities by JPM 23A SBIC, a portion of which may be deemed attributable to the Reporting Person because it is the sole stockholder of J.P. Morgan Partners (23A SBIC Manager), Inc. (“SBIC Manager”), the managing member of JPM 23A SBIC. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within JPM 23A SBIC.

The amounts shown in Tables I and II represent the beneficial ownership of the Issuer’s equity securities by JPM 23A SBIC, a portion of which may be deemed attributable to the Reporting Person because it is the sole stockholder of (a) The Chase Manhattan Bank, which is the sole stockholder of SBIC Manager, and (b) JPMP Capital Corporation, which is the general partner of JPMP Master Fund Manager, L.P., the non-managing member of JPM 23A SBIC. The actual pro rata portion of such beneficial ownership that may be attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within JPM 23A SBIC and its non-managing member.

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