UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)¹

Carrizo Oil & Gas, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

144577103

(CUSIP Number)

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 25, 2019

(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-1(e), 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.

1 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 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).

CUSIP NO. 144577103

NAME OF REPORTING PERSON

LION POINT MASTER, LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

CAYMAN ISLANDS

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

4,584,400*

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

- 0 -

PERSON WITH

SOLE DISPOSITIVE POWER

4,584,400*

SHARED DISPOSITIVE POWER

- 0 -

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,584,400*

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.95%

TYPE OF REPORTING PERSON

__________________________

*Excludes cash-settled swaps disclosed in Item 6 representing economic exposure comparable to 344,939 additional shares of Common Stock.

CUSIP NO. 144577103

NAME OF REPORTING PERSON

LION POINT CAPITAL GP, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

4,584,400*

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

- 0 -

PERSON WITH

SOLE DISPOSITIVE POWER

4,584,400*

SHARED DISPOSITIVE POWER

- 0 -

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,584,400*

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.95%

TYPE OF REPORTING PERSON

__________________________

*Excludes cash-settled swaps disclosed in Item 6 representing economic exposure comparable to 344,939 additional shares of Common Stock.

CUSIP NO. 144577103

NAME OF REPORTING PERSON

LION POINT CAPITAL, LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

4,584,400*

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

- 0 -

PERSON WITH

SOLE DISPOSITIVE POWER

4,584,400*

SHARED DISPOSITIVE POWER

- 0 -

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,584,400*

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.95%

TYPE OF REPORTING PERSON

__________________________

*Excludes cash-settled swaps disclosed in Item 6 representing economic exposure comparable to 344,939 additional shares of Common Stock.

CUSIP NO. 144577103

NAME OF REPORTING PERSON

LION POINT HOLDINGS GP, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

4,584,400*

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

- 0 -

PERSON WITH

SOLE DISPOSITIVE POWER

4,584,400*

SHARED DISPOSITIVE POWER

- 0 -

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,584,400*

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.95%

TYPE OF REPORTING PERSON

__________________________

*Excludes cash-settled swaps disclosed in Item 6 representing economic exposure comparable to 344,939 additional shares of Common Stock.

CUSIP NO. 144577103

NAME OF REPORTING PERSON

DIDRIC CEDERHOLM

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

SWEDEN AND FRANCE

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

- 0 -

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

4,584,400*

PERSON WITH

SOLE DISPOSITIVE POWER

- 0 -

SHARED DISPOSITIVE POWER

4,584,400*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,584,400*

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.95%

TYPE OF REPORTING PERSON

__________________________

*Excludes cash-settled swaps disclosed in Item 6 representing economic exposure comparable to 344,939 additional shares of Common Stock.

CUSIP NO. 144577103

NAME OF REPORTING PERSON

JIM FREEMAN

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

- 0 -

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

4,584,400*

PERSON WITH

SOLE DISPOSITIVE POWER

- 0 -

SHARED DISPOSITIVE POWER

4,584,400*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,584,400*

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.95%

TYPE OF REPORTING PERSON

__________________________

*Excludes cash-settled swaps disclosed in Item 6 representing economic exposure comparable to 344,939 additional shares of Common Stock.

CUSIP NO. 144577103

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by Lion Point were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 4,584,400 Shares beneficially owned by Lion Point is approximately $63,439,728 including brokerage commissions.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

The Reporting Persons have been supportive of the Issuer’s exploration of a sale process that resulted in the boards of directors of each of the Issuer and Callon Petroleum Company (“Callon”) unanimously approving and entering into a definitive Agreement and Plan of Merger on July 14, 2019, pursuant to which Callon will acquire the Issuer in an all-stock transaction (the “Sale”).

Following the announcement of the Sale, the Reporting Persons purchased shares of Callon and intend to continue discussions with Callon’s management regarding potential opportunities for the newly merged company to enhance or maximize shareholder value, including through asset sales, share repurchase programs, additional strategic combinations and enhancements to corporate governance.

Item 5.

Interest in Securities of the Issuer.

Items 5(a) – (c) and (e) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 92,610,669 Shares outstanding, as of October 7, 2019, which is the total number of Shares outstanding as reported in the Issuer’s Joint Proxy Statement/Prospectus on Form DEFM14A filed with the Securities and Exchange Commission on October 9, 2019.

Lion Point

(a)

As of the close of business on October 29, 2019, Lion Point beneficially owned 4,584,400 Shares.

Percentage: Approximately 4.95%

(b)

1. Sole power to vote or direct vote: 4,584,400
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,584,400
4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Lion Point during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

CUSIP NO. 144577103

Lion Point Capital GP

(a)

Lion Point Capital GP, as the general partner of Lion Point, may be deemed the beneficial owner of the 4,584,400 Shares owned by Lion Point.

Percentage: Approximately 4.95%

(b)

(c)

Lion Point Capital GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Lion Point during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

Lion Point Capital

(a)

Lion Point Capital, as the investment manager of Lion Point, may be deemed the beneficial owner of the 4,584,400 Shares owned by Lion Point.

Percentage: Approximately 4.95%

(b)

1. Sole power to vote or direct vote: 4,584,400
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,584,400

4. Shared power to dispose or direct the disposition: 0

(c)

Lion Point Capital has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Lion Point during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

Lion Point Holdings GP

(a)

Lion Point Holdings GP, as the general partner of Lion Point Capital, may be deemed the beneficial owner of the 4,584,400 Shares owned by Lion Point.

Percentage: Approximately 4.95%

(b)

(c)

Lion Point Holdings GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Lion Point during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

CUSIP NO. 144577103

Messrs. Cederholm and Freeman

(a)

Each of Messrs. Cederholm and Freeman, as a Founding Partner and Chief Investment Officer and as a Founding Partner and Head of Research, respectively, of each of Lion Point Capital GP and Lion Point Capital and as a Managing Member of Lion Point Holdings GP, may be deemed the beneficial owner of the 4,584,400 Shares owned by Lion Point.

Percentage: Approximately 4.95%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 4,584,400
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,584,400

(c)

Neither of Messrs. Cederholm or Freeman has entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Lion Point during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

(e)

As of October 25, 2019, the Reporting Persons ceased to be beneficial owners of more than 5% of the Shares.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

Lion Point has entered into certain cash-settled equity swap agreements with an unaffiliated third party financial institution (the “Swap Agreements”). Collectively, the Swap Agreements held by the Reporting Persons represent economic exposure to an aggregate of 344,939 notional Shares, representing less than 1% of the outstanding Shares.

The Swap Agreements provide Lion Point with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the Shares that are the subject of the Swap Agreements (such shares, the “Subject Shares”). Taking into account the Subject Shares, Lion Point has economic exposure to an aggregate of 4,929,339 Shares, representing approximately 5.32% of the outstanding Shares. The Reporting Persons disclaim beneficial ownership of the Subject Shares.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

CUSIP NO. 144577103

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: October 29, 2019

lion point master, LP

By:	Lion Point Capital GP, LLC General Partner

By:	/s/ Didric Cederholm
	Name:	Didric Cederholm
	Title:	Chief Investment Officer

Lion Point Capital, LP

By:	Lion Point Holdings GP, LLC General Partner

By:	/s/ Didric Cederholm
	Name:	Didric Cederholm
	Title:	Managing Manager

Lion Point Capital GP, LLC

By:	/s/ Didric Cederholm
	Name:	Didric Cederholm
	Title:	Chief Investment Officer

Lion Point Holdings GP, LLC

By:	/s/ Didric Cederholm
	Name:	Didric Cederholm
	Title:	Managing Manager

	/s/ Didric Cederholm
	DIDRIC CEDERHOLM

	/s/ Jim Freeman
	JIM FREEMAN

CUSIP NO. 144577103

SCHEDULE A

Transactions in the Shares During the Past Sixty Days

Nature of the Transaction

Amount of Securities

Purchased/(Sold)

Price ($)

Date of

Purchase/Sale

Lion point master, lp

Sale of Common Stock	(10,000)	8.1842	10/25/2019
Sale of Common Stock	(15,000)	8.1672	10/25/2019
Sale of Common Stock	(15,000)	8.1923	10/25/2019
Sale of Common Stock	(25,000)	8.1921	10/25/2019
Sale of Common Stock	(25,000)	8.2191	10/25/2019
Sale of Equity Swap	(250,619)	8.1891	10/25/2019
Sale of Equity Swap	(59,381)	8.1991	10/25/2019

CARRIZO OIL & GAS INC SC 13D/A