MCF Contango Oil and Gas Co

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES                                                                                   
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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                       

1. Name and Address of Reporting Person * Colyer Wilkie Schell Jr	2. Issuer Name and Ticker or Trading Symbol CONTANGO OIL & GAS CO [ MCF ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chief Executive Officer
(Last)          (First)          (Middle) 717 TEXAS ST, SUITE 2900	3. Date of Earliest Transaction (MM/DD/YYYY) 1/21/2021
(Street) HOUSTON, TX 77002 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	1/21/2021		A		2100	A	$0.00 (1)(2)	171633	D (3)
Common Stock								693556	I	By Colyer Holdings, LP (4)
Common Stock								207467	I	By CCC Resources Ltd. (5)
Common Stock								600	I	By Peyton E Colyer UTMA

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:
(1)	This Form 4 reports securities acquired in connection with the merger (the "Merger") contemplated by that certain Agreement and Plan of Merger, dated as of October 25, 2020, by and among Contango Oil & Gas Company ("Contango"), Michael Merger Sub LLC ("Merger Sub"), Mid-Con Energy Partners, LP ("Mid-Con") and Mid-Con Energy GP, LLC ("Mid-Con GP") (the "Merger Agreement"). On January 21, 2021, as a result of the Merger contemplated by the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), each outstanding eligible common unit representing limited partner interests in Mid-Con (each, a "Mid-Con Common Unit") was converted automatically into the right to receive 1.7500 (the "Exchange Ratio") shares of common stock of Contango ("Contango Common Stock"), with cash paid in lieu of the issuance of any fractional shares of Contango Common Stock.
(2)	The shares of Contango Common Stock reported above were acquired by the Reporting Person as a result of the Merger in respect of the Mid-Con Common Units owned by the Reporting Person immediately prior to the Effective Time in a transaction exempt pursuant to Rule 16b-3. On the trading day immediately prior to the Effective Time, the closing price of Contango Common Stock was $2.85 per share.
(3)	In addition to the shares beneficially owned by Mr. Colyer, as reported herein, Mr. Colyer has an economic interest in an additional 38,730 shares of Common Stock, through his ownership interest in Goff MCF. The reporting person disclaims beneficial ownership of the 38,730 shares of Common Stock.
(4)	The reporting person has a 50% ownership interest in Colyer Holdings, LP ("Colyer Holdings"). The general partner of Colyer Holdings is Colyer Interests, LLC, of which the reporting person is the managing member and has a 50% ownership interest. The reporting person shares voting and dispositive power over the 691,556 shares of Common Stock. In addition to the 691,556 shares of Common Stock beneficially owned by Colyer Holdings, as reported herein, Colyer Holdings has an economic interest in an additional 258,220 shares of Common Stock, through its ownership interest in Goff MCF. The reporting person disclaims beneficial ownership of the 258,220 shares of Common Stock.
(5)	The reporting person disclaims beneficial ownership of the 207,467 shares of Common Stock. In addition to the 207,467 shares of Common Stock beneficially owned by CCC Resources Ltd. ("CCC Resources"), as reported herein, CCC Resources has an economic interest in an additional 77,460 shares of Common Stock, through its ownership interest in Goff MCF. The reporting person disclaims beneficial ownership of the 77,460 shares of Common Stock.

Remarks: This Form 4 has been signed by E. Joseph Grady, Assistant Secretary of Contango Oil & Gas Company, on behalf of Mr. Colyer.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Colyer Wilkie Schell Jr 717 TEXAS ST, SUITE 2900 HOUSTON, TX 77002	X		Chief Executive Officer

Signatures
/s/E.Joseph Grady		1/25/2021
**Signature of Reporting Person		Date