EX-4.3


 Exhibit 4.3 

 

			
	Number: 	  	Shares

 CUSIP NO.: 382410 702 
 10.00% Series C Cumulative Preferred Stock 
 (par value $1.00 per share) 

(liquidation preference $25,000.00 per share) 
 OF 
 GOODRICH PETROLEUM CORPORATION 

[FORM OF FACE OF SECURITY] 

GOODRICH PETROLEUM CORPORATION, a Delaware corporation (the “Corporation”), hereby certifies that American Stock Transfer &
Trust Company, LLC (the “Holder”) is the registered owner of FOUR THOUSAND (4,000) fully paid and non-assessable shares of preferred stock of the Corporation designated the 10.00% Series C Cumulative Preferred Stock, par value
$1.00 per share, with a liquidation preference of $25,000.00 per share (the “Series C Preferred Stock”). The shares of Series C Preferred Stock are transferable on the books and records of American Stock Transfer & Trust
Company, LLC, as transfer agent and registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designation, rights, privileges, restrictions, preferences and other
terms and provisions of the Series C Preferred Stock represented hereby are issued and shall in all respects be subject to the provisions of the Certificate of Designations of the 10.00% Series C Cumulative Preferred Stock of the Corporation, dated
April 10, 2013 (the “Certificate of Designations”). Capitalized terms used herein but not defined shall have the respective meanings given them in the Certificate of Designations. The Corporation will provide a copy of the
Certificate of Designations to a Holder without charge upon written request to the Corporation at its principal place of business. 
 Reference
is hereby made to select provisions of the Series C Preferred Stock set forth on the reverse hereof, and to the Certificate of Designations, which select provisions and the Certificate of Designations shall for all purposes have the same effect as
if set forth at this place. 
 Upon receipt of this certificate, the Holder is bound by the Certificate of Designations and is entitled to the
benefits thereunder. 
 Unless the Transfer Agent’s Certificate of Authentication hereon has been properly executed, the shares of Series C
Preferred Stock evidenced hereby shall not be entitled to any benefit under the Certificate of Designations or be valid or obligatory for any purpose. 






 IN WITNESS WHEREOF, Goodrich Petroleum Corporation has executed this certificate as of the
date set forth below. 
 Dated: April 10, 2013 
  

 

					
	GOODRICH PETROLEUM CORPORATION
		
	By:	 	 
		 	Name:	 	Robert C. Turnham, Jr.
		 	Title:	 	President and Chief Operating Officer
		
	By:	 	 
		 	Name:	 	Leslee M. Ranly
		 	Title:	 	Assistant Secretary


 TRANSFER AGENT’S CERTIFICATE OF AUTHENTICATION 

This is one of the certificates representing shares of Series C Preferred Stock referred to in the within mentioned Certificate of
Designations. 
 Dated: April 10, 2013 
  


			
	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Transfer Agent
		
	By:	 	 
		 	Name:
		 	Title:



  
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 [FORM OF REVERSE OF SECURITY] 

GOODRICH PETROLEUM CORPORATION 
 10.00% Series C Cumulative Preferred Stock 
 Dividends on each share of Series C Preferred Stock
shall be payable in cash at a rate per annum set forth as provided in the Certificate of Designations. 
 The shares of Series C Preferred Stock
shall not be redeemable by the Corporation and the shares of Series C Preferred Stock shall not be convertible into the Corporation’s common stock except in the manner and according to the terms set forth in the Certificate of Designations.


  
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