Statement of Changes in Beneficial Ownership (4)
March 20 2018 - 6:42PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
*
Pitts David L.
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2. Issuer Name
and
Ticker or Trading Symbol
CARRIZO OIL & GAS INC
[
CRZO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
VP & Chief Financial Officer
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(Last)
(First)
(Middle)
500 DALLAS STREET, SUITE 2300
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/9/2018
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(Street)
HOUSTON, TX 77002
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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3/17/2018
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M
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4056
(1)
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A
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$0
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83371
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D
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Common Stock
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3/17/2018
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M
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5666
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A
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$0
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89037
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D
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Common Stock
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3/17/2018
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M
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9362
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A
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$0
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98399
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D
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Common Stock
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3/17/2018
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M
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14276
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A
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$0
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112675
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D
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Common Stock
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3/20/2018
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S
(2)
(3)
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13128
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D
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$14.8326
(4)
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99547
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
(5)
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$0.0
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3/9/2018
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A
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97392
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(6)
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(6)
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Common Stock
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97392.0
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$0
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97392
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D
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Stock Appreciation Rights
(7)
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$14.67
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3/9/2018
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A
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69648
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(8)
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3/17/2025
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Common Stock
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69648.0
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$0
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69648
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D
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Performance Share Units
(9)
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$0.0
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3/17/2018
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M
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4635
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(10)
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(10)
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Common Stock
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4635.0
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$0
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0
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D
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Restricted Stock Units
(5)
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$0.0
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3/17/2018
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M
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5666
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(11)
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(11)
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Common Stock
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5666.0
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$0
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0
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D
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Restricted Stock Units
(5)
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$0.0
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3/17/2018
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M
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9362
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(12)
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(12)
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Common Stock
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9362.0
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$0
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9362
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D
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Restricted Stock Units
(5)
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$0.0
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3/17/2018
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M
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14276
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(13)
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(13)
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Common Stock
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14276.0
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$0
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28552
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D
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Explanation of Responses:
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(1)
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This amount represents approximately 87.5% 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.
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(2)
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These transactions were effected in accordance with Rule 10b5-1.
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(3)
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The sales reported in this Form 4 were effected to satisfy the reporting person's federal income tax obligations with respect to the vesting of equity awards.
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(4)
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The price reported in Column 4 is a weighted average price. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4. These shares were sold in multiple transactions at prices ranging from $14.69 to $15.12, inclusive.
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(5)
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Each restricted stock unit represents a contingent right to receive one share of common stock.
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(6)
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These restricted stock units vest in three equal installments on March 17, 2019, March 17, 2020 and March 17, 2021.
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(7)
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These stock appreciation rights are settled solely in cash.
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(8)
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These stock appreciation rights vest in three equal installments on March 17, 2019, March 17, 2020 and March 17, 2021.
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(9)
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Each performance share unit represents a contingent right to receive one share of common stock.
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(10)
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These performance share units vested on March 17, 2018. 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.
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(11)
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These restricted stock units vested in three equal installments on March 17, 2016, March 17, 2017 and March 17, 2018.
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(12)
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These restricted stock units vested, or will vest, in three equal installments on March 17, 2017, March 17, 2018 and March 17, 2019.
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(13)
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These restricted stock units vested, or will vest, in three equal installments on March 17, 2018, March 17, 2019 and March 17, 2020.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Pitts David L.
500 DALLAS STREET
SUITE 2300
HOUSTON, TX 77002
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VP & Chief Financial Officer
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Signatures
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/s/ David L. Pitts
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3/20/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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