FORM 4 [X] 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 *

Conaway Gregory F
2. Issuer Name and Ticker or Trading Symbol

CARRIZO OIL & GAS INC [ CRZO ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
VP & Chief Accounting Officer
(Last)          (First)          (Middle)

500 DALLAS STREET, SUITE 2300
3. Date of Earliest Transaction (MM/DD/YYYY)

12/20/2019
(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 12/20/2019  D  29552 D (1)0 D  

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units $0.0 12/20/2019  D     4424   (2) (2)Common Stock 4424.0  (2)0 D  
Restricted Stock Units $0.0 12/20/2019  D     16750   (2) (2)Common Stock 16750.0  (2)0 D  
Restricted Stock Units $0.0 12/20/2019  D     34572   (2) (2)Common Stock 34572.0  (2)0 D  
Performance Share Units $0.0 12/20/2019  D     1566   (3) (3)Common Stock 1566.0  (3)0 D  
Performance Share Units $0.0 12/20/2019  D     2977   (3) (3)Common Stock 2977.0  (3)0 D  
Performance Share Units $0.0 12/20/2019  D     4114   (3) (3)Common Stock 4114.0  (3)0 D  
Stock Appreciation Rights $27.295 12/20/2019  D     11406   (4)3/17/2021 Common Stock 11406.0  (4)0 D  
Stock Appreciation Rights $26.94 12/20/2019  D     11458   (4)3/23/2022 Common Stock 11458.0  (4)0 D  
Stock Appreciation Rights $14.67 12/20/2019  D     17967   (4)3/17/2025 Common Stock 17967.0  (4)0 D  
Stock Appreciation Rights $10.98 12/20/2019  D     24336   (4)3/17/2026 Common Stock 24336.0  (4)0 D  

Explanation of Responses:
(1) On December 20, 2019, pursuant to the Agreement and Plan of Merger, dated as of July 14, 2019, as amended (the "Merger Agreement"), by and between Callon Petroleum Company ("Callon") and Carrizo Oil & Gas, Inc. (the "Company"), the Company merged with and into Callon (the "Merger"), with Callon surviving the Merger. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of Company common stock issued and outstanding immediately prior to the Effective Time owned by the Reporting Person converted into the right to receive 1.75 shares (the "Exchange Ratio") of Callon common stock, along with cash in lieu of fractional shares. The closing price per share of Callon common stock on the New York Stock Exchange on December 19, 2019, the day prior to the Effective Time, was $4.72.
(2) Pursuant to the Merger Agreement, at the Effective Time, each Company restricted stock unit relating to Company common stock ("Company RSU") outstanding as of immediately prior to the Effective Time was cancelled and converted into the vested right to receive the number of shares of Callon common stock equal to the product of (a) the number of shares of Company common stock subject to such Company RSU as of immediately prior to the Effective Time, multiplied by (b) the Exchange Ratio, rounded up to the nearest whole share.
(3) Pursuant to the Merger Agreement, at the Effective Time, each award of Company performance shares representing the right to receive either Company common stock or the value thereof ("Company Performance Share Award") outstanding as of immediately prior to the Effective Time was cancelled and converted into the vested right to receive the number of shares of Callon common stock equal to the product of (a) the greater of (1) the target number of shares of Company common stock subject to such Company Performance Share Award as of immediately prior to the Effective Time and (2) the number of shares of Company common stock that were earned based on actual achievement of the performance criteria set forth in the applicable award agreement, measured based on a shortened performance period that ended as of the close of the business on December 19, 2019, multiplied by (b) the Exchange Ratio, rounded up to the nearest whole share.
(4) Pursuant to the Merger Agreement, at the Effective Time, each Company stock appreciation right relating to Company common stock ("Company SAR") outstanding as of immediately prior to the Effective Time was cancelled and converted into a stock appreciation right covering shares of Callon common stock ("Callon SAR") with respect to the number of shares of Callon common stock equal to the product of (a) the number of shares of Company common stock subject to such Company SAR as of immediately prior to the Effective Time, multiplied by (b) the Exchange Ratio, rounded down to the nearest whole share. The exercise price per share of each Callon SAR is equal to the exercise price per share of the applicable Company SAR divided by the Exchange Ratio, rounded up to the nearest whole cent.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Conaway Gregory F
500 DALLAS STREET
SUITE 2300
HOUSTON, TX 77002


VP & Chief Accounting Officer

Signatures
/s/ David L. Pitts, attorney-in-fact12/20/2019
**Signature of Reporting PersonDate

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