FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CARRIZO OIL & GAS INC [ CRZO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/18/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | 06/18/2004 | S | 10,000 | D | $9.88 | 2,609,981 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
Stock Options (right to purchase) | $1.75 | 12/15/2000 | 12/15/2009 | Common Stock | 16,667 | 16,667 | I | See footnote(1) | |||||||
Stock Options (right to purchase) | $5.1719 | 05/19/2001 | 05/19/2010 | Common Stock | 3,333 | 3,333 | I | See footnote(2) | |||||||
Stock Options (right to purchase) | $7.4 | 05/18/2002 | 05/17/2011 | Common Stock | 2,500 | 2,500 | I | See footnote(3) | |||||||
Stock Options (right to purchase) | $5.36 | 03/27/2003 | 03/27/2012 | Common Stock | 10,000 | 10,000 | I | See footnote(4) | |||||||
Stock Options (right to purchase) | $4.78 | 05/22/2003 | 05/22/2012 | Common Stock | 5,000 | 5,000 | I | See footnote(5) | |||||||
Stock Options (right to purchase) | $5.75 | 05/27/2004 | 05/26/2013 | Common Stock | 5,000 | 5,000 | I | See footnote(6) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. These stock options were granted to Arnold Chavkin and Christopher Behrens, directors of the Issuer. Messrs. Chavkin and Behrens are Chief Executive Officer and Managing Director, respectively, of J.P. Morgan Partners (23A SBIC Manager), Inc., the general partner of J.P. Morgan Partners (23A SBIC), L.P. ("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. |
2. 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. |
3. 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. |
4. These options were granted to Bryan Martin, a director of the Issuer. Mr. Martin is a Principal of J.P. Morgan Partners, LLC, the investment advisor to J.P. Morgan Partners (23A SBIC), L.P. 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. |
5. 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. |
6. 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 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 | 06/22/2004 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |
Exhibit 99.1
Name and Address of Reporting Person | Designated Reporter1 | 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 |
June 18, 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 |
June 18, 2004 | N/A |
Carrizo
Oil & Gas,
Inc. ("CRZO") |
Common Stock |
See Table II |
I |
See Explanatory Note 3 below | No |
J.P.
Morgan Partners
(23A SBIC),
LP |
June 18, 2004 | N/A |
Carrizo
Oil &Gas, Inc.("CRZO") |
Common Stock |
See Table II |
I |
See Explanatory Note 4 below | No |
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J.P.
Morgan Chase & Co. 270 Park Avenue 35th Floor New York, NY 10017 |
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 Persons pecuniary interest therein. |
2 | ) | 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. |
3 | ) | The amounts shown in Tables I and II represent the beneficial ownership of the Issuers 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 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. |
4 | ) | The amounts shown in Tables I and II represent the beneficial ownership of the Issuers 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., limited partner 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. |