SCHEDULE 13G
Amendment No. 4
Goodrich Petroleum Corporation
Common Stock
Cusip #382410405
Cusip #382410405
Item 1: Reporting Person - FMR LLC
Item 4: Delaware
Item 5: 1,242,826
Item 6: 0
Item 7: 3,223,390
Item 8: 0
Item 9: 3,223,390
Item 11: 8.533%
Item 12: HC
Cusip #382410405
Item 1: Reporting Person - Edward C. Johnson 3d
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 3,223,390
Item 8: 0
Item 9: 3,223,390
Item 11: 8.533%
Item 12: IN
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Item 1(a). Name of Issuer:
Goodrich Petroleum Corporation
Item 1(b). Name of Issuer's Principal Executive Offices:
808 Travis Street
Suite 1320
Houston, TX 77002
Item 2(a). Name of Person Filing:
FMR LLC
Item 2(b). Address or Principal Business Office or, if None,
Residence:
82 Devonshire Street, Boston,
Massachusetts 02109
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
382410405
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
and the person filing, FMR LLC, is a parent holding company
in accordance with Section 240.13d-1(b)(ii)(G). (Note: See
Item 7).
Item 4. Ownership
(a) Amount Beneficially Owned: 3,223,390
(b) Percent of Class: 8.533%
(c) Number of shares as to which such
person has:
(i) sole power to vote or to direct
the vote: 1,242,826
(ii) shared power to vote or to
direct the vote: 0
(iii) sole power to dispose or to
direct the disposition of: 3,223,390
(iv) shared power to dispose or to
direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Various persons have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the Common Stock of Goodrich Petroleum
Corporation. No one person's interest in the Common Stock
of Goodrich Petroleum Corporation is more than five percent
of the total outstanding Common Stock.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company.
See attached Exhibit A.
Item 8. Identification and Classification of Members of
the Group.
Not applicable. See attached Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any
transaction having such purpose or effect.
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.
February 12, 2009
Date
/s/ Scott C. Goebel
Signature
Scott C. Goebel
Duly authorized under Power of Attorney
effective as of June 1, 2008 by and on behalf of FMR LLC
and its direct and indirect subsidiaries
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Pursuant to the instructions in Item 7 of Schedule 13G,
Fidelity Management & Research Company ("Fidelity"), 82
Devonshire Street, Boston, Massachusetts 02109, a wholly-
owned subsidiary of FMR LLC and an investment adviser
registered under Section 203 of the Investment Advisers Act
of 1940, is the beneficial owner of 2,052,074 shares or 5.432%
of the Common Stock outstanding of Goodrich Petroleum
Corporation ("the Company") as a result of acting as
investment adviser to various investment companies registered
under Section 8 of the Investment Company Act of 1940. The
number of shares of Common Stock of Goodrich Petroleum
Corporation owned by the investment companies at December
31, 2008 included 159,460 shares of Common Stock resulting
from the assumed conversion of 100,000 shares of
GOODRICH PETROL 5.375% PREF CV (1.5946 shares of
Common Stock for each share of Convertible Preferred
Stock). The number of shares of Common Stock of Goodrich
Petroleum Corporation owned by the investment companies at
December 31, 2008 included 90,992 shares of Common Stock
resulting from the assumed conversion of $6,000,000 principal
amount of GOODRICH PE CONV 3.25% 12/1/26 (15.1653
shares of Common Stock for each $1,000 principal amount of
debenture).
Edward C. Johnson 3d and FMR LLC, through its
control of Fidelity, and the funds each has sole power to
dispose of the 2,052,074 shares owned by the Funds.
Members of the family of Edward C. Johnson 3d,
Chairman of FMR LLC, are the predominant owners, directly
or through trusts, of Series B voting common shares of FMR
LLC, representing 49% of the voting power of FMR LLC.
The Johnson family group and all other Series B shareholders
have entered into a shareholders' voting agreement under
which all Series B voting common shares will be voted in
accordance with the majority vote of Series B voting common
shares. Accordingly, through their ownership of voting
common shares and the execution of the shareholders' voting
agreement, members of the Johnson family may be deemed,
under the Investment Company Act of 1940, to form a
controlling group with respect to FMR LLC.
Neither FMR LLC nor Edward C. Johnson 3d,
Chairman of FMR LLC, has the sole power to vote or direct
the voting of the shares owned directly by the Fidelity Funds,
which power resides with the Funds' Boards of Trustees.
Fidelity carries out the voting of the shares under written
guidelines established by the Funds' Boards of Trustees.
Fidelity Management Trust Company, 82 Devonshire
Street, Boston, Massachusetts 02109, a wholly-owned
subsidiary of FMR LLC and a bank as defined in Section
3(a)(6) of the Securities Exchange Act of 1934, is the
beneficial owner of 5,294 shares or 0.014% of the Common
Stock outstanding of the Company as a result of its serving as
investment manager of the institutional account(s).
Edward C. Johnson 3d and FMR LLC, through its
control of Fidelity Management Trust Company, each has sole
dispositive power over 5,294 shares and sole power to vote or
to direct the voting of 5,294 shares of Common Stock owned
by the institutional account(s) as reported above.
Strategic Advisers, Inc., 82 Devonshire Street, Boston,
MA 02109, a wholly-owned subsidiary of FMR LLC and an
investment adviser registered under Section 203 of the
Investment Advisers Act of 1940, provides investment
advisory services to individuals. As such, FMR LLC's
beneficial ownership includes 1,185 shares, or 0.003%, of the
Common Stock stock outstanding of Goodrich Petroleum
Corporation, beneficially owned through Strategic Advisers,
Inc.
Pyramis Global Advisors, LLC ("PGALLC"), 900
Salem Street, Smithfield, Rhode Island, 02917, an indirect
wholly-owned subsidiary of FMR LLC and an investment
adviser registered under Section 203 of the Investment
Advisers Act of 1940, is the beneficial owner of 147,760
shares or 0.391% of the outstanding Common Stock of
Goodrich Petroleum Corporation as a result of its serving as
investment adviser to institutional accounts, non-U.S. mutual
funds, or investment companies registered under Section 8 of
the Investment Company Act of 1940 owning such shares.
Edward C. Johnson 3d and FMR LLC, through its
control of PGALLC, each has sole dispositive power over
147,760 shares and sole power to vote or to direct the voting
of 147,760 shares of Common Stock owned by the
institutional accounts or funds advised by PGALLC as
reported above.
Pyramis Global Advisors Trust Company ("PGATC"),
900 Salem Street, Smithfield, Rhode Island, 02917, an indirect
wholly-owned subsidiary of FMR LLC and a bank as defined
in Section 3(a)(6) of the Securities Exchange Act of 1934, is
the beneficial owner of 781,381 shares or 2.068% of the
outstanding Common Stock of the Goodrich Petroleum
Corporation as a result of its serving as investment manager of
institutional accounts owning such shares.
Edward C. Johnson 3d and FMR LLC, through its
control of Pyramis Global Advisors Trust Company, each has
sole dispositive power over 781,381 shares and sole power to
vote or to direct the voting of 725,831 shares of Common
Stock owned by the institutional accounts managed by
PGATC as reported above.
FIL Limited ("FIL"), Pembroke Hall, 42 Crow Lane,
Hamilton, Bermuda, and various foreign-based subsidiaries
provide investment advisory and management services to a
number of non-U.S. investment companies and certain
institutional investors. FIL, which is a qualified institution
under section 240.13d-1(b)(1) pursuant to an SEC No-Action
letter dated October 5, 2000, is the beneficial owner of
235,696 shares or 0.624% of the Common Stock outstanding
of the Company.
Partnerships controlled predominantly by members of
the family of Edward C. Johnson 3d, Chairman of FMR LLC
and FIL, or trusts for their benefit, own shares of FIL voting
stock with the right to cast approximately 47% of the total
votes which may be cast by all holders of FIL voting stock.
FMR LLC and FIL are separate and independent corporate
entities, and their Boards of Directors are generally composed
of different individuals.
FMR LLC and FIL are of the view that they are not
acting as a "group" for purposes of Section 13(d) under the
Securities Exchange Act of 1934 (the "1934" Act) and that
they are not otherwise required to attribute to each other the
"beneficial ownership" of securities "beneficially owned" by
the other corporation within the meaning of Rule 13d-3
promulgated under the 1934 Act. Therefore, they are of the
view that the shares held by the other corporation need not be
aggregated for purposes of Section 13(d). However, FMR
LLC is making this filing on a voluntary basis as if all of the
shares are beneficially owned by FMR LLC and FIL on a joint
basis.
FIL has sole dispositive power over 235,696 shares
owned by the International Funds. FIL has sole power to vote
or direct the voting of 220,356 shares and no power to vote or
direct the voting of 15,340 shares of Common Stock held by
the International Funds as reported above.
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(f)(1) AGREEMENT
The undersigned persons, on February 12, 2009, agree
and consent to the joint filing on their behalf of this Schedule
13G in connection with their beneficial ownership of the
Common Stock of Goodrich Petroleum Corporation at
December 31, 2008.
FMR LLC
By /s/ Scott C. Goebel
Scott C. Goebel
Duly authorized under Power of Attorney effective as
of June 1, 2008, by and on behalf of FMR LLC and its direct
and indirect subsidiaries
Edward C. Johnson 3d
By /s/ Scott C. Goebel
Scott C. Goebel
Duly authorized under Power of Attorney effective as
of June 1, 2008, by and on behalf of Edward C. Johnson 3d
Fidelity Management & Research Company
By /s/ Scott C. Goebel
Scott C. Goebel
Senior V.P. and General Counsel