UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G
(Rule 13d-102)
 
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No.   3  )*
 
Gulfport Energy Corporation
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
402635304
(CUSIP Number)
 
December 31, 2015
Date of Event Which Requires Filing of the Statement

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)
xRule 13d-1(c)
¨Rule 13d-1(d)

 

*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. 402635304 13G/A Page 2 of 10 Pages

 

 

1.

 

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Citadel Advisors LLC

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

 

3.

 

SEC USE ONLY

 

 

4.

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

5.

 

SOLE VOTING POWER

 

0

 

6.

 

SHARED VOTING POWER

 

4,328,333 shares

 

7.

 

SOLE DISPOSITIVE POWER

 

0

 

8.

 

SHARED DISPOSITIVE POWER

 

See Row 6 above

  

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

See Row 6 above

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.0%1

 

12.

 

TYPE OF REPORTING PERSON

 

IA; OO; HC

 

 

1The percentages reported in this Schedule 13G/A are based upon 108,244,331 shares of common stock outstanding as of November 2, 2015 (according to the Form 10-Q filed by the issuer with the Securities and Exchange Commission on November 5, 2015).

  

 

 

 

Cusip No. 402635304 13G/A Page 3 of 10 Pages

 

 

1.

 

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Citadel Advisors Holdings II LP

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

 

3.

 

SEC USE ONLY

 

 

4.

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

5.

 

SOLE VOTING POWER

 

0

 

6.

 

SHARED VOTING POWER

 

4,328,333 shares

 

7.

 

SOLE DISPOSITIVE POWER

 

0

 

8.

 

SHARED DISPOSITIVE POWER

 

See Row 6 above

  

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

See Row 6 above

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.0%

 

12.

 

TYPE OF REPORTING PERSON

 

PN; HC

 

 

  

Cusip No. 402635304 13G/A Page 4 of 10 Pages

 

 

1.

 

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Citadel GP LLC

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

 

3.

 

SEC USE ONLY

 

 

4.

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

5.

 

SOLE VOTING POWER

 

0

 

6.

 

SHARED VOTING POWER

 

4,372,201 shares

 

7.

 

SOLE DISPOSITIVE POWER

 

0

 

8.

 

SHARED DISPOSITIVE POWER

 

See Row 6 above

 

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

See Row 6 above.

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.0%

 

12.

 

TYPE OF REPORTING PERSON

 

OO; HC

 

 

 

 

Cusip No. 402635304 13G/A Page 5 of 10 Pages

 

 

1.

 

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Kenneth Griffin

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ¨

 

3.

 

SEC USE ONLY

 

 

4.

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

U.S. Citizen

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

5.

 

SOLE VOTING POWER

 

0

 

6.

 

SHARED VOTING POWER

 

4,372,201 shares

 

7.

 

SOLE DISPOSITIVE POWER

 

0

 

8.

 

SHARED DISPOSITIVE POWER

 

See Row 6 above

 

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

See Row 6 above

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.0%

 

12.

 

TYPE OF REPORTING PERSON

 

IN; HC

 

 

  

Cusip No. 402635304 13G/A Page 6 of 10 Pages

 

Item 1(a) Name of Issuer
  Gulfport Energy Corporation
   
Item 1(b) Address of Issuer’s Principal Executive Offices
  14313 North May Avenue, Suite 100, Oklahoma City, Oklahoma  73134
   
Item 2(a) Name of Person Filing
  This Schedule 13G/A is being jointly filed by Citadel Advisors LLC (“Citadel Advisors”), Citadel Advisors Holdings II LP (“CAH2”), Citadel GP LLC (“CGP”) and Mr. Kenneth Griffin (collectively with Citadel Advisors, CAH2 and CGP, the “Reporting Persons”) with respect to shares of common stock (and options to purchase common stock) of the above-named issuer owned by Surveyor Capital Ltd., a Cayman Islands limited company (“SC”), Citadel Global Equities Master Fund Ltd., a Cayman Islands limited company (“CG”), and Citadel Securities LLC, a Delaware limited liability company (“Citadel Securities”).
   
  Citadel Advisors is the portfolio manager for SC and CG.  CAH2 is the managing member of Citadel Advisors.  CALC III LP, a Delaware limited partnership (“CALC3”), is the non-member manager of Citadel Securities.  CGP is the general partner of CALC3 and CAH2.  Mr. Griffin is the President and Chief Executive Officer of, and owns a controlling interest in, CGP.
   
  The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities actually owned by such person (if any).
   
Item 2(b) Address of Principal Business Office
  The address of the principal business office of each of the Reporting Persons is c/o Citadel LLC, 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603.
   
Item 2(c) Citizenship
  Each of Citadel Advisors and CGP is organized as a limited liability company under the laws of the State of Delaware.  CAH2 is organized as a limited partnership under the laws of the State of Delaware.  Mr. Griffin is a U.S. citizen.
   
Item 2(d) Title of Class of Securities
  Common stock, $0.01 par value
   
Item 2(e) CUSIP Number
  402635304

 

 

 

 

Cusip No. 402635304 13G/A Page 7 of 10 Pages

 

Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Exchange Act;
     
  (b) ¨ Bank as defined in Section 3(a)(6) of the Exchange Act;
     
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Exchange Act;

 

  (d) ¨ Investment company registered under Section 8 of the Investment Company Act;
     
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
     
  (f) ¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
     
  (g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
     
  (h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
     
  (i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
     
  (j) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

  If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.

 

Item 4Ownership

 

A.Citadel Advisors LLC

 

(a)Citadel Advisors may be deemed to beneficially own 4,328,333 shares of Common Stock.

 

(b)The number of shares Citadel Advisors may be deemed to beneficially own constitutes approximately 4.0% of the Common Stock outstanding.

 

(c)Number of shares as to which such person has:

 

(i)sole power to vote or to direct the vote: 0

 

(ii)shared power to vote or to direct the vote: 4,328,333

 

(iii)sole power to dispose or to direct the disposition of: 0

 

(iv)shared power to dispose or to direct the disposition of: 4,328,333

 

 

 

  

Cusip No. 402635304 13G/A Page 8 of 10 Pages

 

B.Citadel Advisors Holdings II LP

 

(a)CAH2 may be deemed to beneficially own 4,328,333 shares of Common Stock.

 

(b)The number of shares CAH2 may be deemed to beneficially own constitutes approximately 4.0% of the Common Stock outstanding.

 

(c)Number of shares as to which such person has:

 

(i)sole power to vote or to direct the vote: 0

 

(ii)shared power to vote or to direct the vote: 4,328,333

 

(iii)sole power to dispose or to direct the disposition of: 0

 

(iv)shared power to dispose or to direct the disposition of: 4,328,333

 

C.Citadel GP LC and Kenneth Griffin

 

(a)CGP and Griffin may be deemed to beneficially own 4,372,201 shares of Common Stock.

 

(b)The number of shares CGP and Griffin may be deemed to beneficially own constitutes approximately 4.0% of the Common Stock outstanding.

 

(c)Number of shares as to which such person has:

 

(i)sole power to vote or to direct the vote: 0

 

(ii)shared power to vote or to direct the vote: 4,372,201

 

(iii)sole power to dispose or to direct the disposition of: 0

 

(iv)shared power to dispose or to direct the disposition of: 4,372,201

 

Item 5 Ownership of Five Percent or Less of a Class
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x.

 

Item 6 Ownership of More than Five Percent on Behalf of Another Person
  Not Applicable

 

Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company
  See Item 2 above

  

Item 8 Identification and Classification of Members of the Group
  Not Applicable

 

 

 

 

Cusip No. 402635304 13G/A Page 9 of 10 Pages

 

Item 9 Notice of Dissolution of Group
  Not Applicable

 

Item 10Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

 

Cusip No. 402635304 13G/A Page 10 of 10 Pages

 

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

 

Dated this 16th day of February, 2016.

 

CITADEL ADVISORS LLC

 

   CITADEL ADVISORS HOLDINGS II LP
         
By:  /s/ Mark Polemeni   By: /s/ Mark Polemeni
   Mark Polemeni, Authorized Signatory      Mark Polemeni, Authorized Signatory
         
CITADEL GP LLC   KENNETH GRIFFIN
     
By:  /s/ Mark Polemeni   By: /s/ Mark Polemeni
   Mark Polemeni, Authorized Signatory     Mark Polemeni, attorney-in-fact*

 

 

*Mark Polemeni is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission on January 18, 2013, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Advisors LLC on Schedule 13G for TiVo Inc.