CUSIP NO. 402635502
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1
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NAMES OF REPORTING PERSONS
Silver Point Capital, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER*
-0-
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8
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SHARED VOTING POWER*
9,656,681
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9
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SOLE DISPOSITIVE POWER*
-0-
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10
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SHARED DISPOSITIVE POWER*
9,656,681
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
9,656,681
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
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13
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PERCENT OF CLASS REPRESENTED IN ROW (11)*
45.0%(1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, PN
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CUSIP NO. 402635502
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1
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NAMES OF REPORTING PERSONS
Edward A. Mulé
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER*
-0-
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||
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8
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SHARED VOTING POWER*
9,656,681
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|||
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9
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SOLE DISPOSITIVE POWER*
-0-
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|||
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10
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SHARED DISPOSITIVE POWER*
9,656,681
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|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
9,656,681
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||||
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
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||||
13
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PERCENT OF CLASS REPRESENTED IN ROW (11)*
45.0%(1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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*
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See Item 5
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CUSIP NO. 402635502
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1
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NAMES OF REPORTING PERSONS
Robert O’Shea
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER*
-0-
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||
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8
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SHARED VOTING POWER*
9,656,681
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|||
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9
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SOLE DISPOSITIVE POWER*
-0-
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|||
|
10
|
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SHARED DISPOSITIVE POWER*
9,656,681
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|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
9,656,681
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||||
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
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13
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PERCENT OF CLASS REPRESENTED IN ROW (11)*
45.0%(1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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*
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See Item 5
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Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
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Item 5 is hereby amended as follows:
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(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 9,656,681 Shares, consisting of (a) 8,054,752 Shares plus (b) 1,601,929 Shares issuable upon the exercise of 22,427 shares of Preferred Stock. These amounts do not include up to 536,203 Trade Claims Shares and up to 368,714 Reserved Shares, which amounts may be received at a later date as a distribution in connection with the Plan. |
As reported in the Company’s Current Report on Form 8-K filed with the SEC on May 17, 2021, as of the Effective Date, there were 19,845,780 shares of Common Stock and 55,000 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). Percent ownership calculations in this Schedule 13D are calculated by using a denominator of (a) 19,845,780 shares of the Issuer's common stock outstanding plus (b) 1,601,929 shares of common stock issuable upon the conversion of the 22,427 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 40.6% of the outstanding voting securities of the Issuer (including in the denominator all 3,928,572 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) |
Since the filing of the original Schedule 13D, the Reporting Persons have engaged in the following transactions in the Common Stock: on June 8, 2021, the Reporting Persons purchased 275,000 shares of Common Stock at a price of $61.50, and on June 9, 2021 the Reporting Persons purchased 25,000 shares of Common Stock at a price of $61.50. |
(d) |
Not applicable. |
(e) |
Not applicable. |
Item 7.
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MATERIAL TO BE FILED AS EXHIBITS
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Exhibit 1 |
Joint Filing Agreement, dated as of June 10, 2021, by and among the Reporting Persons. |
Exhibit 2 | 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). |
Exhibit 3 | 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 4 |
Power of Attorney of Edward A. Mulé (incorporated here by reference to Exhibit B to Schedule 13G filed by Silver Point Capital, L.P., Edward A. Mulé and Robert O'Shea with the Securities and Exchange Commission on February 16, 2016 relating to TopBuild Corp.). |
Exhibit 5 |
Power of Attorney of Robert O'Shea (incorporated here by reference to Exhibit C to Schedule 13G filed by Silver Point Capital, L.P., Edward A. Mulé and Robert O'Shea with the Securities and Exchange Commission on February 16, 2016 relating to TopBuild Corp.). |
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Silver Point Capital, L.P.
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By:
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/s/ Steven Weiser
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Name:
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Steven Weiser
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Title:
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Authorized Signatory
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Edward A. Mulé
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By:
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/s/ Steven Weiser
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Name:
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Steven Weiser
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Title:
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Attorney-in-fact
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Robert J. O'Shea
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By:
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/s/ Steven Weiser
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Name:
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Steven Weiser
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Title:
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Attorney-in-fact
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Silver Point Capital, L.P.
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By:
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/s/ Steven Weiser
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Name:
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Steven Weiser
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Title:
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Authorized Signatory
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Edward A. Mulé
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By:
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/s/ Steven Weiser
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Name:
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Steven Weiser
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Title:
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Attorney-in-fact
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Robert J. O'Shea
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By:
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/s/ Steven Weiser
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Name:
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Steven Weiser
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Title:
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Attorney-in-fact
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