Statement of Changes in Beneficial Ownership (4)

FORM 4

[ ] 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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3235-0287

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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 * Prochnow Elizabeth D	2. Issuer Name and Ticker or Trading Symbol VAALCO ENERGY INC /DE/ [ EGY ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chief Financial Officer
(Last)          (First)          (Middle) 9800 RICHMOND AVE., SUITE 700	3. Date of Earliest Transaction (MM/DD/YYYY) 6/25/2020
(Street) HOUSTON, TX 77042 (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	6/25/2020		A		52500 (1)	A	$0.00	70769	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 Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. 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 Date		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 of Derivative Security: 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
Employee Stock Options	$1.23	6/25/2020		A		84677 (2)		6/25/2021	6/25/2024	Common Stock	84677	$0.00	84677	D

Explanation of Responses:
(1)	The Company granted shares of restricted stock under the Company's 2020 Long-Term Incentive Compensation Plan. The shares vest in three equal annual installments beginning on the first anniversary of the date of grant.
(2)	Stock options issued on June 25, 2020 vest in equal installments annually on June 25, 2021, June 25, 2022 and June 25, 2023 and upon satisfaction of stock price appreciation of 15%, 32.5% and 52.5%, respectably, using a 30 day average stock price from the stock price on the date of the grant

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Prochnow Elizabeth D 9800 RICHMOND AVE. SUITE 700 HOUSTON, TX 77042			Chief Financial Officer

Signatures
/s/Elizabeth Prochnow by Michael G. Silver as attorney-n-fact		6/29/2020
**Signature of Reporting Person		Date