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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
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Gulfport Energy Corporation (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
402635502 (CUSIP Number) |
Steven Weiser 2 Greenwich Plaza, Suite 1 Greenwich, CT, 06830 203-542-4200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/19/2024 (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.
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).
SCHEDULE 13D
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| CUSIP No. | 402635502 |
| 1 |
Name of reporting person
Silver Point Capital, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,806,491.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13D
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| CUSIP No. | 402635502 |
| 1 |
Name of reporting person
Edward A. Mule | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,806,491.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 402635502 |
| 1 |
Name of reporting person
Robert J. O'Shea | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,806,491.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Gulfport Energy Corporation | |
| (c) | Address of Issuer's Principal Executive Offices:
713 Market Drive, Oklahoma City,
OKLAHOMA
, 73114. | |
Item 1 Comment:
Explanatory Note: This Amendment No. 11 (the "Amendment") amends the statement on Schedule 13D originally filed by the Reporting Persons on May 27, 2021, as amended by Amendment No. 1 filed by the Reporting Persons on June 10, 2021, as further amended by Amendment No. 2 filed by the Reporting Persons on June 21, 2021, as further amended by Amendment No. 3 filed by the Reporting Persons on June 23, 2023, as further amended by Amendment No. 4 filed by the Reporting Persons on June 28, 2023, as further amended by Amendment No. 5 filed by the Reporting Persons on September 8, 2023, as further amended by Amendment No. 6 filed by the Reporting Persons on December 6, 2023, as further amended by Amendment No. 7 filed by the Reporting Persons on December 13, 2023, as further amended by Amendment No. 8 filed by the Reporting Persons on March 21, 2024, as further amended by Amendment No. 9 filed by the Reporting Persons on September 23, 2024, and as further amended by Amendment No. 10 filed by the Reporting Persons on November 25, 2024 (as amended, the "Schedule 13D"). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby supplemented as follows:
On December 19, 2024, Silver Point Capital Fund, L.P., Silver Point Capital Offshore Master Fund, L.P. by SPCP Offshore IV, Inc. as its designated affiliate, Silver Point Distressed Opportunities Fund, L.P., Silver Point Distressed Opportunities Offshore Master Fund, L.P., Silver Point Distressed Opportunity Institutional Partners, L.P., and Silver Point Distressed Opportunity Institutional Partners Master Fund (Offshore), L.P. (collectively, "Silver Point") sold an aggregate of 450,000 shares of Common Stock at a price per share of $162.81.
On December 19, 2024, the Issuer agreed to purchase from Silver Point, an aggregate of 79,410 shares of Common Stock at a price of $162.81 per share.
The Reporting Persons may sell additional shares of Common Stock from time-to-time depending on market conditions pursuant to Rule 144 of the Securities Act of 1933, as amended, or pursuant to the Issuer's registration statement covering the resale of the shares of Common Stock held by the Reporting Persons. The Reporting Persons do not have any current plan or proposal that relates to or would result in any transaction, event or action enumerated in paragraphs (a) through (j) of Item 4 of Schedule 13D, except as otherwise described herein.
Each of the Reporting Persons reserves the right, in light of its ongoing evaluation of the Issuer's financial condition, business, operations and prospects, the market price of the Common Stock, commodity prices, conditions in the securities market generally, general economic and industry conditions, its business objectives and other relevant factors, to change its plans and intentions at any time, as it deems appropriate. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The responses of the Reporting Persons to rows (7) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference. The Reporting Persons currently beneficially own 4,806,491 shares, consisting of (a) 3,110,562 shares plus (b) 1,695,929 shares issuable upon the exercise of 23,743 shares of Preferred Stock.
As reported in the Issuer's Form 10-Q filed with the SEC on November 6, 2024, as of October 28, 2024, there were 17,727,799 shares of Common Stock issued and outstanding, and as of September 30, 2024, there were 43,745 shares of Preferred Stock issued and outstanding (which shares of Preferred Stock vote together on an as-converted basis with the Common Stock as a single class). Additionally, as reported in the Issuer's Form 8-K filed with the SEC on November 26, 2024, the Issuer repurchased 150,000 shares of Common Stock. Percent ownership calculations in this Schedule 13D are calculated by using (a) 17,727,799 shares of Common Stock minus (b) 150,000 shares of Common Stock repurchased by the Issuer plus (c) 1,695,929 shares of Common Stock issuable upon the conversion of the 23,743 shares of Preferred Stock beneficially owned by the Reporting Persons. Assuming conversion of all outstanding shares of the Issuer's Preferred Stock, the Reporting Persons beneficially own approximately 23.2% of the outstanding voting securities of the Issuer (including in the denominator all 3,100,000 shares of common stock issuable upon the conversion of the Preferred Stock outstanding). | |
| (b) | The responses of the Reporting Persons to rows (7) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference. | |
| (c) | The disclosure in Item 4 herein is incorporated by reference. | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby supplemented to add the following as exhibits:
Exhibit 1 Joint Filing Agreement, dated as of December 20, 2024, by and among the Reporting Persons.
Exhibit 2 Cooperation Agreement, dated as of May 17, 2021, by and among Gulfport Energy Corporation and Silver Point Capital, L.P. (incorporated herein by reference to Exhibit 10.3 of the Issuer's Form 8-K filed with the SEC on May 17, 2021).
Exhibit 3 Power of Attorney of Edward A. Mule (incorporated herein by reference to Exhibit B to Schedule 13G filed by Silver Point Capital, L.P., Edward A. Mule and Robert O'Shea with the SEC on February 16, 2016 relating to TopBuild Corp.).
Exhibit 4 Power of Attorney of Robert O'Shea (incorporated herein by reference to Exhibit C to Schedule 13G filed by Silver Point Capital, L.P., Edward A. Mule and Robert O'Shea with the SEC on February 16, 2016 relating to TopBuild Corp.).
Exhibit 5 Registration Rights Agreement dated as of May 17, 2021, by and among the Issuer and the other parties signatory hereto (incorporated herein by reference to Exhibit 10.2 of the Issuer's Form 8-K filed with the SEC on May 17, 2021).
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| 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.
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