CUSIP NO.
382410843
Page 1 of 12
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of
1934
(Amendment No. 15)*
GOODRICH PETROLEUM CORPORATION
(Name of Issuer)
Common Stock, par value $0.01 per
share
(Title of Class of Securities)
382410843
(CUSIP Number)
Lori A. Weber
Assistant Secretary
Franklin Resources, Inc.
300 Southeast 2nd Street
Fort Lauderdale, FL, US 33301
800‑632‑2350
(Name, Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)
December 23, 2021
(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 §§240.13d‑1I, 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 §240.13d‑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 the 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 hereto).
CUSIP NO.
382410843
Page 2 of 12
1.
NAMES OF REPORTING
PERSONS.
Franklin Resources,
Inc.
2. CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE
ONLY
4. SOURCE OF
FUNDS
OO
5. CHECK IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2I[ ]
6. CITIZENSHIP OR PLACE
OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
7. SOLE VOTING
POWER
(See Item 5)
8. SHARED VOTING
POWER
(See Item 5)
9. SOLE DISPOSITIVE
POWER
(See Item 5)
10. SHARED DISPOSITIVE
POWER
(See Item 5)
11. AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14. TYPE OF REPORTING
PERSON
HC, CO (See Item 5)
CUSIP NO.
382410843
Page 3 of 12
1.
NAMES OF REPORTING
PERSONS.
Charles B. Johnson
2. CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE
ONLY
4. SOURCE OF
FUNDS
OO
5. CHECK IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2I[ ]
6. CITIZENSHIP OR PLACE
OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
7. SOLE VOTING
POWER
(See Item 5)
8. SHARED VOTING
POWER
(See Item 5)
9. SOLE DISPOSITIVE
POWER
(See Item 5)
10. SHARED DISPOSITIVE
POWER
(See Item 5)
11. AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14. TYPE OF REPORTING
PERSON
HC,IN (See Item 5)
CUSIP NO.
382410843
Page 4 of 12
1.
NAMES OF REPORTING
PERSONS.
Rupert H. Johnson, Jr.
2. CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE
ONLY
4. SOURCE OF
FUNDS
OO
5. CHECK IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2I[ ]
6. CITIZENSHIP OR PLACE
OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
7. SOLE VOTING
POWER
(See Item 5)
8. SHARED VOTING
POWER
(See Item 5)
9. SOLE DISPOSITIVE
POWER
(See Item 5)
10. SHARED DISPOSITIVE
POWER
(See Item 5)
11. AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14. TYPE OF REPORTING
PERSON
HC,IN (See Item 5)
CUSIP NO.
382410843
Page 5 of 12
1.
NAMES OF REPORTING
PERSONS.
Franklin Advisers, Inc.
2. CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE
ONLY
4. SOURCE OF
FUNDS
OO, WC
5. CHECK IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2I[ ]
6. CITIZENSHIP OR PLACE
OF ORGANIZATION
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
7. SOLE VOTING
POWER
0
8. SHARED VOTING
POWER
0
9. SOLE DISPOSITIVE
POWER
0
10. SHARED DISPOSITIVE
POWER
0
11. AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14. TYPE OF REPORTING
PERSON
IA,CO (See Item 5)
CUSIP NO.
382410843
Page 6 of 12
This Amendment
No. 15 to the Statement on Schedule 13D amends and supplements the
Statement on Schedule 13D originally filed with the Securities and
Exchange Commission on October 24, 2016, as previously amended on
January 10, 2017, March 3, 2017, June 2, 2017, September 28, 2017,
November 16, 2017, January 5, 2018, February 15, 2018, February 23,
2018, March 23, 2018, January 25, 2019, June 13, 2019, March 17,
2021, November 30, 2021 and on December 27, 2021 which relates to
shares of Common Stock, par value $0.01 per share (the “Shares”),
of GOODRICH PETROLEUM CORPORATION, a Delaware
corporation (the “Issuer”). The Issuer’s principal
executive offices are located at 801 Louisiana St., Suite 700,
Houston, Texas, 77002.
Except as
provided herein, this Amendment No. 15 to Schedule 13D does not
modify any of the information previously reported on such Schedule
13D, including any amendment thereto. The information herein
is provided and is correct as of December 30, 2021. Unless
otherwise indicated, each capitalized term used but not defined
herein shall have the meaning assigned to such term in such
Schedule 13D as originally filed.
Item 4. Purpose of Transaction
The following paragraph is
added to Item 4:
The Reporting Persons tendered
all of their Shares in the Tender Offer by Paloma VI Merger Sub,
Inc., a Delaware corporation and a wholly owned subsidiary of
Paloma Partners VI Holdings, LLC, for any and all of the issued and
outstanding Shares of Goodrich Petroleum Corporation, a Delaware
corporation, at a price of US $23.00 per Share in cash, without
interest, less any applicable withholding taxes, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated
November 24, 2021, and in the related Letter of Transmittal (the
“Tender Offer”). The Tender Offer expired at 12:00 A.M. midnight,
New York City time, on December 23, 2021.
Item 5. Interest in Securities of the
Issuer
Item 5 is hereby amended and
restated in its entirety to read as follows:
(a-b)Franklin
Advisers, Inc. (“FAV”) is a wholly-owned subsidiary of Franklin
Resources, Inc. ("FRI"). FAV may be deemed to beneficially own the
Securities for purposes of Rule 13d-3 under the Securities Exchange
Act of 1934, as amended (the "Act"), in its capacity as the
investment adviser to the certain investment funds (the “Funds”)
pursuant to investment management contracts that grant investment
and/or voting power to FAV. When an investment management contract
(including a sub-advisory agreement) delegates to FAV investment
discretion or voting power over the securities held in the
investment advisory accounts that are subject to that agreement,
FRI treats FAV as having sole investment discretion or voting
authority, as the case may be, unless the agreement specifies
otherwise. Accordingly, FAV, as an investment management
subsidiary, reports on Schedule 13D that it has sole investment
discretion and voting authority over the securities covered by any
such investment management agreement.
Beneficial ownership by FRI, FAV and their affiliates is being
reported in conformity with the guidelines
articulated by the SEC staff in
Release No. 34-39538 (January 12, 1998) relating to organizations,
such as FRI, where related entities exercise
voting and
investment powers over the securities being reported independently
from each other. The voting and investment powers held by each of
FRI’s affiliates whose ownership of securities is disaggregated
from that of FRI in accordance with the 1998 Release
(“FRI
Disaggregated Affiliates”) are exercised independently from FRI and
from all other investment management subsidiaries of FRI (FRI, its
affiliates and the investment management subsidiaries of FRI other
than FRI Disaggregated Affiliates are
collectively,
“FRI Aggregated Affiliates”). Furthermore, internal policies and
procedures of, on the one hand, FRI
Disaggregated Affiliates, and, on the other hand, FRI establish
informational barriers that prevent the flow among, on the one
hand, FRI
Disaggregated
Affiliates (including preventing the flow between such entities),
and, on the other hand, the FRI Aggregated Affiliates of
information that relates to the voting and investment powers over
the securities owned by their respective investment
management
clients. Consequently, FRI Disaggregated Affiliates report the
securities over which they hold investment and voting power
separately from the FRI Aggregated Affiliates for purposes of
Section 13 of the Act.
CUSIP NO.
382410843
Page 7 of 12
Charles B.
Johnson and Rupert H. Johnson, Jr. (the “Principal Shareholders”)
each own in excess of 10% of FRI’s
outstanding common stock and are the principal stockholders of
FRI. FRI and the Principal Shareholders may be deemed to be,
for purposes of Rule 13d‑3 under the Act, the beneficial owners of
securities held by persons and entities for whom or for which FRI’s
subsidiaries provide investment management services. The
number of shares that may be deemed to be beneficially owned and
the percentage of the class of which such shares are a part are
reported in Items 11 and 13 of the cover pages for FRI and each of
the Principal Shareholders. Items 11 and 13 of the cover
pages for FAV, FRI and each of the Principal Shareholders are
incorporated herein by reference. FRI, the Principal
Shareholders and FAV disclaim any pecuniary interest in any of the
Securities. In addition, the filing of the Schedule 13D on
behalf of the Principal Shareholders, FRI and FAV should not be
construed as an admission that any of them is, and each disclaims
that it is, the beneficial owner, as defined in Rule 13d-3, of any
of the Securities.
FRI, the
Principal Shareholders and FAV believe that they are not a “group”
within the meaning of Rule 13d-5 under the Act and that they are
not otherwise required to attribute to each other the beneficial
ownership of the Securities held by any of them or by any persons
or entities for whom or for which FAV provides investment
management services
The number of Shares as to which each reporting
person on this Schedule 13D has:
(i)Sole power to vote or to direct
the vote of the Shares:
Franklin Resources,
Inc.:
0
Charles B.
Johnson: 0
Rupert H. Johnson,
Jr.:
0
Franklin Advisers,
Inc.:
0
(ii) Shared power to vote or
to direct the vote of the
Shares:
0
(iii) Sole power to dispose or to
direct the disposition of the Shares:
Franklin Resources,
Inc.:
0
Charles B.
Johnson:
0
Rupert H. Johnson,
Jr.:
0
Franklin Advisers,
Inc.
0
(iv) Shared power to dispose
or to direct the disposition of the
Shares:
0
(c) On December 23, 2021, FAV
tendered 3,581,913 Shares in the Tender Offer for a price of $23.00
per Share.
(d)
Not Applicable
(e) On December 23, 2021, the Reporting
Persons ceased to be beneficial owners of more than 5% of the
Shares.
CUSIP NO.
382410843
Page 8 of 12
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the
Issuer
The response to Item 4 of this
Amendment No. 13 is incorporated herein.
Item 7. Material to Be Filed as Exhibits
Exhibit A:
Principal Executive Officers and Directors of FRI
Exhibit B:
Limited Powers of Attorney for Section 13 Reporting
Obligations
Exhibit C:
Exchange Agreement incorporated by reference from Exhibit E to that
certain Amendment No. 1 to Schedule 13D filed by Anchorage on March
11, 2021
Exhibit D:
Registration Rights Agreement incorporated by reference from
Exhibit F to that certain Amendment No. 1 to Schedule 13D filed by
Anchorage on March 11, 2021
Exhibit E:
Tender and Support Agreement incorporated by reference from Exhibit
10.3 to that certain Form 8-K filed by the Issuer on November 23,
2021
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.
Dated: January 3, 2022
Franklin
Resources, Inc.
Charles B.
Johnson
Rupert H.
Johnson, Jr.
By:
/s/LORI A. WEBER
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Lori A. Weber
Assistant Secretary of
Franklin Resources, Inc.
Attorney‑in‑Fact for Charles
B. Johnson
Attorney‑in‑Fact for Rupert
H. Johnson, Jr.
CUSIP NO.
382410843
Page 9 of 12
EXHIBIT
A
PRINCIPAL EXECUTIVE OFFICERS,
DIRECTORS AND PRINCIPAL STOCKHOLDERS OF REPORTING
PERSONS
Except where otherwise noted, each of the
individuals named below is a citizen of the
United States with a principal business address
as indicated below.
Name
|
Principal Occupation
|
Residence or Business Address
|
Gregory E. Johnson
|
Executive Chairman and Chairman of the Board, and a
Director, FRI
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
Rupert H. Johnson, Jr
|
Vice Chairman, a Director and a Principal
Stockholder, FRI
Director, FAV
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
Jennifer M. Johnson
|
President, Chief Executive Officer and Director,
FRI
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
Matthew Nicholls
|
Executive Vice President and Chief Financial Officer,
FRI
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
Craig S. Tyle
|
Executive Vice President and General Counsel,
FRI
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
Jed A. Plafker
|
Executive Vice President, FRI
|
Franklin Resources,
Inc. One
Franklin Parkway
San Mateo, CA 94403-1906
|
Alok Sethi
|
Executive Vice President, Technology and Operations,
FRI
Citizen of India
|
Franklin Resources,
Inc. One
Franklin Parkway
San Mateo, CA 94403-1906
|
Adam B. Spector
|
Executive Vice President, Global Advisory Services,
FRI
|
Franklin Resources,
Inc. One
Franklin Parkway
San Mateo, CA 94403-1906
|
Gwen L. Shaneyfelt
|
Chief Accounting Officer, FRI
|
Franklin Resources,
Inc. One
Franklin Parkway
San Mateo, CA 94403-1906
|
Mariann Byerwalter
|
Director, FRI; Chairman Emeritus of the Board, SRI
International; Chairman, JDN Corporate Advisory, LLC
|
Franklin Resources,
Inc. One
Franklin Parkway
San Mateo, CA 94403-1906
|
Alexander S. Friedman
|
Director, FRI; Co-Founder and Chief Executive
Officer, Novata Inc.
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
John Y. Kim
|
Director, FRI; Founder and Managing Partner, Brewer
Lane Ventures LLC; Director/Trustee, Eversource Energy
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
Anthony J. Noto
|
Director, FRI; Chief Executive Officer and Director,
SoFi Technologies, Inc.
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
John W. Thiel
|
Director FRI; Partner and Senior Advisor,
MyNextSeason
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
Seth H. Waugh
|
Director, FRI; Chief Executive Officer, The PGA of
America; Non-Executive Chairman, Alex Brown, a division of Raymond
James; Director, Yext, Inc.
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
Geoffrey Y. Yang
|
Director, FRI; Managing Director and Founding
Partner, Redpoint Ventures; Director, AT&T Inc. and Liberty
Media Acquisition Corporation
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
CUSIP
NO.
382410843
Page 10 of 12
|
Principal Occupation
|
Residence or Business Address
|
Charles B. Johnson
|
Principal Stockholder, FRI
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
Edward D. Perks
|
President, FAV
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
Lindsay Oshita
|
Chief Financial Officer, FAV
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
Craig S. Tyle
|
Chief Legal Officer, FAV
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
Breda M. Beckerle
|
Chief Compliance Officer, FAV
|
Franklin Resources, Inc.
280 Park Avenue
New York, NY 10017
|
Michael P. McCarthy
|
Executive Vice President and Chief Investment
Officer, FAV
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
Roger A. Bayston
|
Executive Vice President, FAV
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
Desai, Sonal
|
Executive Vice President, FAV
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
Stephen H. Dover
|
Executive Vice President, FAV
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
Michael J. Hasenstab
|
Executive Vice President, FAV
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
Adam Petryk
|
Executive Vice President, FAV
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
Wylie A. Tollette
|
Executive Vice President, FAV
|
Franklin Resources, Inc.
3344 Quality Drive
Rancho Cordova, CA 95670
|
William Y. Yun
|
Executive Vice President, FAV
|
Franklin Resources, Inc.
280 Park Avenue
New York, NY 10017
|
|
|
|
|
|
|
|
FRI: Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403‑1906
FRI is primarily engaged,
through various subsidiaries, in providing investment management to
the open-end investment companies in the Franklin Group of Funds
and the Templeton Family of Funds and to domestic and international
managed and institutional accounts. FRI’s principal line of
business is providing investment management, administration,
distribution and related services to the Franklin Templeton
Funds, managed accounts and other investment
products.
FRI is the direct
parent entity to FAV (see further description below).
FAV: Franklin Advisers,
Inc.
One Franklin
Parkway
San Mateo, CA
94403 1906
An investment adviser
registered with the SEC and investment manager or sub adviser to a
number of U.S. registered open end and closed end
investment companies in the Franklin Templeton Group of Funds, non
U.S. investment funds
and private client
accounts.
CUSIP NO.
382410843
13D
Page 11 of 12
LIMITED POWER OF
ATTORNEY
FOR SECTION 13 AND 16 REPORTING
OBLIGATIONS
Know all by these presents, that the
undersigned hereby makes, constitutes and appoints each of
Alison E. Baur, Steven J. Gray, Beth McAuley O’Malley, Thomas
C. Merchant, Kimberly H. Novotny, Virginia E. Rosas, Navid J.
Tofigh and Lori A. Weber each acting individually, as the
undersigned’s true and lawful attorney-in-fact, with full power and
authority as hereinafter described on behalf of and in the name,
place and stead of the undersigned to:
1. prepare, execute,
acknowledge, deliver and file Forms ID, Schedules 13D and 13G, and
Forms 3, 4 and 5 (including any amendments thereto and any related
documentation) with the United States Securities and Exchange
Commission and any national securities exchanges relating to
Franklin Resources, Inc. (“FRI”) and/or any registered closed-end
company to which an affiliate of FRI is an investment adviser
(each, a “Reporting Entity”), as considered necessary or advisable
under Regulation S-T and Sections 13(d) and 16(a) of the Securities
Exchange Act of 1934 and the rules and regulations promulgated
thereunder, as amended from time to time (the “Exchange Act”);
and
2. seek or obtain, as
the undersigned’s representative and on the undersigned’s behalf,
information on transactions in the securities of any Reporting
Entity from any person, including brokers, employee benefit plan
administrators and trustees, and the undersigned hereby authorizes
any such person to release any such information to the undersigned
and approves and ratifies any such release of information;
and
3. perform any and all
other acts which in the discretion of such attorney-in-fact are
necessary or desirable for and on behalf of the undersigned in
connection with the foregoing.
The undersigned
acknowledges that:
1. this Limited Power
of Attorney authorizes, but does not require, each such
attorney-in-fact to act in their discretion on information provided
to such attorney-in-fact without independent verification of such
information;
2. any documents
prepared and/or executed by any such attorney-in-fact on behalf of
the undersigned pursuant to this Limited Power of Attorney will be
in such form and will contain such information and disclosure as
such attorney-in-fact, in his or her discretion, deems necessary or
desirable;
3. none of FRI, any
Reporting Entity nor any of such attorneys-in-fact assumes (i) any
liability for the undersigned’s responsibility to comply with the
requirements of the Exchange Act, (ii) any liability of the
undersigned for any failure to comply with such requirements, or
(iii) any obligation or liability of the undersigned for profit
disgorgement under Section 16(b) of the Exchange Act;
and
4. this Limited Power
of Attorney does not relieve the undersigned from responsibility
for compliance with the undersigned’s obligations under the
Exchange Act, including without limitation, the reporting
requirements under Section 16 of the Exchange Act.
The undersigned hereby
gives and grants each of the foregoing attorneys-in-fact full power
and authority to do and perform all and every act and thing
whatsoever requisite, necessary or appropriate to be done in and
about the foregoing matters as fully to all intents and purposes as
the undersigned might or could do if present, hereby ratifying all
that each such attorney-in-fact of, for and on behalf of the
undersigned, shall lawfully do or cause to be done by virtue of
this Limited Power of Attorney, and indemnifies each of the
foregoing attorneys-in-fact against any loss of any nature
whatsoever arising in connection therewith.
This Limited Power of
Attorney shall remain in full force and effect until revoked by the
undersigned in a signed writing delivered to each such
attorney-in-fact.
IN WITNESS WHEREOF,
the undersigned has caused this Limited Power of Attorney to be
executed as of this 16th day of August, 2021.
/s/CHARLES B.
JOHNSON
Signature
Charles B. Johnson
Print Name
CUSIP NO.
382410843
13D
Page 12 of 12
LIMITED POWER OF ATTORNEY
FOR SECTION 13 AND 16 REPORTING
OBLIGATIONS
Know all by these
presents, that the undersigned hereby makes, constitutes and
appoints each of Alison E. Baur, Steven J. Gray, Beth McAuley
O’Malley, Thomas C. Merchant, Kimberly H. Novotny, Virginia E.
Rosas, Navid J. Tofigh and Lori A. Weber each acting individually,
as the undersigned’s true and lawful attorney-in-fact, with full
power and authority as hereinafter described on behalf of and in
the name, place and stead of the undersigned to:
1. prepare, execute,
acknowledge, deliver and file Forms ID, Schedules 13D and 13G, and
Forms 3, 4 and 5 (including any amendments thereto and any related
documentation) with the United States Securities and Exchange
Commission and any national securities exchanges relating to
Franklin Resources, Inc. (“FRI”) and/or any registered closed-end
company to which an affiliate of FRI is an investment adviser
(each, a “Reporting Entity”), as considered necessary or advisable
under Regulation S-T and Sections 13(d) and 16(a) of the Securities
Exchange Act of 1934 and the rules and regulations promulgated
thereunder, as amended from time to time (the “Exchange Act”);
and
2. seek or obtain, as
the undersigned’s representative and on the undersigned’s behalf,
information on transactions in the securities of any Reporting
Entity from any person, including brokers, employee benefit plan
administrators and trustees, and the undersigned hereby authorizes
any such person to release any such information to the undersigned
and approves and ratifies any such release of information;
and
3. perform any and all
other acts which in the discretion of such attorney-in-fact are
necessary or desirable for and on behalf of the undersigned in
connection with the foregoing.
The undersigned
acknowledges that:
1. this Limited Power
of Attorney authorizes, but does not require, each such
attorney-in-fact to act in their discretion on information provided
to such attorney-in-fact without independent verification of such
information;
2. any documents
prepared and/or executed by any such attorney-in-fact on behalf of
the undersigned pursuant to this Limited Power of Attorney will be
in such form and will contain such information and disclosure as
such attorney-in-fact, in his or her discretion, deems necessary or
desirable;
3. none of FRI, any
Reporting Entity nor any of such attorneys-in-fact assumes (i) any
liability for the undersigned’s responsibility to comply with the
requirements of the Exchange Act, (ii) any liability of the
undersigned for any failure to comply with such requirements, or
(iii) any obligation or liability of the undersigned for profit
disgorgement under Section 16(b) of the Exchange Act;
and
4. this Limited Power
of Attorney does not relieve the undersigned from responsibility
for compliance with the undersigned’s obligations under the
Exchange Act, including without limitation, the reporting
requirements under Section 16 of the Exchange Act.
The undersigned hereby
gives and grants each of the foregoing attorneys-in-fact full power
and authority to do and perform all and every act and thing
whatsoever requisite, necessary or appropriate to be done in and
about the foregoing matters as fully to all intents and purposes as
the undersigned might or could do if present, hereby ratifying all
that each such attorney-in-fact of, for and on behalf of the
undersigned, shall lawfully do or cause to be done by virtue of
this Limited Power of Attorney, and indemnifies each of the
foregoing attorneys-in-fact against any loss of any nature
whatsoever arising in connection therewith.
This Limited Power of
Attorney shall remain in full force and effect until revoked by the
undersigned in a signed writing delivered to each such
attorney-in-fact.
IN WITNESS WHEREOF,
the undersigned has caused this Limited Power of Attorney to be
executed as of this 16th day of August, 2021.
/s/RUPERT H. JOHNSON,
JR.
Signature
Rupert H. Johnson,
Jr.
Print Name
Goodrich Petroleum (AMEX:GDP)
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