SC 13D

Number of

Shares

Beneficially

Owned by

Each Reporting

Person

With

Sole Voting Power

4,315,894

Shared Voting Power

0

Sole Dispositive Power

4,315,894

Shared Dispositive Power

0

SC 13D 1 d650954dsc13d.htm SC 13D SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

Contango Oil & Gas Company

(Name of Issuer)

Common Stock, $0.04 par value

(Title of Class of Securities)

21075N204

(CUSIP Number)

Jacob D. Smith

Principal, General Counsel & CCO

Luther King Capital Management Corporation

301 Commerce Street, Suite 1600

Fort Worth, Texas 76102

(817) 332-3235

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

September 13, 2019

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 13d-7 for other parties to whom copies are to be sent.

*	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 disclosures provided in a prior cover page.

The information required on 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).

Persons who response to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

CUSIP No. 21075N204


1.		Name of Reporting Persons. LKCM Investment Partnership, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐
6.		Citizenship or Place of Organization Texas

CUSIP No. 21075N204


1.		Name of Reporting Persons. LKCM Investment Partnership II, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐
6.		Citizenship or Place of Organization Texas

CUSIP No. 21075N204


1.		Name of Reporting Persons. Luther King Capital Management Corporation
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) N/A
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐
6.		Citizenship or Place of Organization Delaware

CUSIP No. 21075N204


1.		Name of Reporting Persons. J. Luther King, Jr.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) PF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐
6.		Citizenship or Place of Organization United States

Item 1. Security and Issuer

This Schedule 13D relates to the Common Stock, par value $0.04 per share (“Common Stock”), of Contango Oil & Gas Company, a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 717 Texas Avenue, Suite 2900, Houston, Texas 77002.

Item 2. Identity and Background

(a) The names of the persons filing this Schedule 13D are LKCM Investment Partnership, L.P., a Texas limited partnership (“LIP”), LKCM Investment Partnership II, L.P., a Texas limited partnership (“LIP2”), Luther King Capital Management Corporation, a Delaware corporation (“LKCM”), and J. Luther King, Jr. LIP, LIP2, LKCM, and J. Luther King, Jr. are collectively referred to herein as the “Reporting Persons.” Each of the Reporting Persons hereby expressly disclaims membership in a “group” under the Securities Exchange Act of 1934 with respect to the securities reported herein, and this Schedule 13D shall not be deemed to be an admission that any such Reporting Person is a member of such a group. Each of the Reporting Persons hereby expressly disclaims beneficial ownership of the securities reported herein, other than to the extent of its pecuniary interest therein, and this Schedule 13D shall not be deemed to be an admission that any such Reporting Person is the beneficial owner of the securities reported herein for purposes of the Securities Exchange Act of 1934 or for any other purpose.

(b) The principal business address of the Reporting Persons is 301 Commerce Street, Suite 1600, Fort Worth, Texas 76102.

(c) LKCM Investment Partnership GP, LLC (“LIP GP”) is the general partner of LIP and LIP2. LKCM serves as the investment manager for LIP and LIP2. J. Luther King, Jr. is a controlling shareholder of LKCM and the controlling member of LIP GP. The principal business of LIP and LIP2 is purchasing, holding and selling securities for investment purposes, and the principal business of the other Reporting Persons is investment management.

(d) and (e) During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding or been a party to a civil proceeding, in either case of the type specified in Items 2(d) or (e) of Schedule 13D.

(f) LKCM is organized under the laws of Delaware. LIP and LIP2 are organized under the laws of Texas. J. Luther King, Jr. is a citizen of the United States.

Item 3. Source and Amount of Funds or Other Consideration

LIP has acquired 4,315,894 shares of Common Stock for an aggregate purchase price of approximately $7,903,000 using working capital. LIP2 has acquired 171,000 shares of Common Stock for an aggregate purchase price of approximately $312,000 using working capital. J. Luther King, Jr. has acquired 81,600 shares of Common Stock for an aggregate purchase price of approximately $202,000 using personal funds.

Item 4. Purpose of Transaction

The Reporting Persons have acquired the shares of Common Stock for investment purposes. The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s securities in general, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons intend to take such actions in the future as they deem appropriate in light of the circumstances existing from time to time, which may include further acquisitions of Common Stock or disposal of all of the shares of Common Stock currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons, either in the open market or privately negotiated transactions, with or without prior notice.

In addition, the Reporting Persons may engage in communications with one or more shareholders, officers or directors of the Issuer, including discussions regarding the Issuer’s operations and strategic direction and ideas that, if effected, could result in, among other things, any of the matters identified in Item 4(a)-(j) of Schedule 13D. The Reporting Persons reserve their right, based on all relevant factors and subject to applicable law, at any time and from time to time, to review or reconsider their position, change their purpose, take other actions (including actions that could involve one or more of the types of transactions or have one or more the results described in Item 4(a)-(j) of Schedule 13D) or formulate and implement plans or proposals with respect to any of the foregoing.

Item 5. Interest in Securities of the Issuer

(a) As of September 20, 2019, the Reporting Persons may be deemed to beneficially own 4,568,494 shares of Common Stock (which represents approximately 5.3% of the outstanding Common Stock based upon information contained in the Issuer’s Form 8-K filed with the Securities and Exchange Commission on September 18, 2019).

(b)


	Sole Voting Power		Shared Voting Power		Sole Dispositive Power		Shared Dispositive Power
LIP		4,315,894		0		4,315,894		0
LIP2		171,000		0		171,000		0
LKCM		4,486,894		0		4,486,894		0
J. Luther King, Jr.		4,568,494		0		4,568,494		0

(c) During the past sixty days, (1) J. Luther King, Jr. acquired 18,500 shares of Common Stock at a purchase price of $1.39 per share in open market transactions, (2) LIP acquired 3,036,894 shares of Common Stock at a purchase price of $0.95 per share in a public offering conducted by the Issuer, and (3) LIP2 acquired 121,000 shares of Common Stock at a purchase price of $0.95 per share in a public offering conducted by the Issuer.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except as otherwise provided herein, there are no contracts, arrangements, understandings, or relationships between the Reporting Persons and any other person with respect to the securities of the Issuer.

Item 7. Material to Be Filed as Exhibits

Exhibit 1 Joint Filing Agreement, dated September 20, 2019, by and among the Reporting Persons.

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: September 20, 2019


LKCM Investment Partnership, L.P.

By:		LKCM Investment Partnership GP, LLC, its general partner

By:		/s/ J. Luther King, Jr.
		J. Luther King, Jr., President

LKCM Investment Partnership II, L.P.

By:		LKCM Investment Partnership GP, LLC, its general partner

By:		/s/ J. Luther King, Jr.
		J. Luther King, Jr., President

Luther King Capital Management Corporation

By:		/s/ J. Luther King, Jr.
		J. Luther King, Jr., President

/s/ J. Luther King, Jr.
J. Luther King, Jr.