Amended Statement of Beneficial Ownership (sc 13d/a)
04 June 2020 - 8:01PM
Edgar (US Regulatory)
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. 7)1
Gulfport Energy Corporation
(Name
of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
402635304
(CUSIP Number)
FIREFLY VALUE PARTNERS, LP
601 West 26th Street, Suite 1520
New York, New York 10001
(212) 672-9600
STEVE WOLOSKY, ESQ.
KENNETH MANTEL, 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)
June 2, 2020
(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).
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1
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NAME OF REPORTING PERSON
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Firefly Value Partners, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(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
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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20,906,000
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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20,906,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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20,906,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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13.1%
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14
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TYPE OF REPORTING PERSON
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PN, IA
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1
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NAME OF REPORTING PERSON
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FVP Master Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(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
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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20,906,000
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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20,906,000
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11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
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20,906,000
|
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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13.1%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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FVP GP, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(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
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
|
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
|
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SHARED VOTING POWER
|
|
|
EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
20,906,000
|
|
|
PERSON WITH
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9
|
|
SOLE DISPOSITIVE POWER
|
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- 0 -
|
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10
|
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SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,906,000
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
20,906,000
|
|
|
|
12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
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13
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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13.1%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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Firefly Management Company GP, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(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
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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Delaware
|
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NUMBER OF
|
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7
|
|
SOLE VOTING POWER
|
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SHARES
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|
|
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BENEFICIALLY
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- 0 -
|
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OWNED BY
|
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8
|
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SHARED VOTING POWER
|
|
|
EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
20,906,000
|
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
- 0 -
|
|
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|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,906,000
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
20,906,000
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
|
|
13.1%
|
|
|
|
14
|
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TYPE OF REPORTING PERSON
|
|
|
|
|
|
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OO
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1
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NAME OF REPORTING PERSON
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Ryan Heslop
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(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
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OO
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5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
|
SHARES
|
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
|
EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
20,906,000
|
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,906,000
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
20,906,000
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
|
|
13.1%
|
|
|
|
14
|
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TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
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|
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|
IN
|
|
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|
1
|
|
NAME OF REPORTING PERSON
|
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|
|
|
|
|
|
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|
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|
|
Ariel Warszawski
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
|
SHARES
|
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
|
EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
20,906,000
|
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,906,000
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
20,906,000
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
|
|
13.1%
|
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14
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TYPE OF REPORTING PERSON
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IN
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1
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NAME OF REPORTING PERSON
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Samantha Holroyd
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(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
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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20,500
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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20,500
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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20,500
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 1%
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14
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TYPE OF REPORTING PERSON
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IN
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The following constitutes
Amendment No. 7 to the Schedule 13D filed by the undersigned (“Amendment No. 7”). This Amendment No. 7 amends the Schedule
13D as specifically set forth herein.
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Item 2.
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Identity and Background.
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Item 2 is hereby amended
to add the following:
Samantha Holroyd is
no longer a member of the Section 13(d) group and shall cease to be a Reporting Person immediately after the filing of this Amendment
No. 7 to the Schedule 13D. The remaining Reporting Persons will continue filing as a group statements on Schedule 13D with respect
to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting
Persons is a party to the Joint Filing Agreement, as further described in Item 6 below.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended
and restated to read as follows:
The Shares purchased
by FVP Master Fund 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 transactions except as otherwise noted on Schedule A. The aggregate purchase
price of the 20,906,000 Shares beneficially owned by FVP Master Fund is approximately $157,284,107, including brokerage commissions.
The Shares purchased
by Ms. Holroyd were purchased with personal funds in open market transactions. The aggregate purchase price of the 20,500 Shares
beneficially owned by Ms. Holroyd is approximately $14,821, excluding brokerage commissions.
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Item 4.
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Purpose of Transaction.
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Item 4 is hereby amended
to add the following:
On June 2, 2020, FVP
Master Fund announced the withdrawal of its nominations of Mr. Heslop and Ms. Holroyd for election to the Board at the Issuer’s
2020 annual meeting. In Firefly’s statement, it highlighted the changes made to the Board since the beginning of Firefly’s
engagement, and the opportunity for the refreshed Board to turn the page and create shareholder value from the exceptional assets
and opportunities that the Issuer possesses. Firefly stated that the Board must work to restore shareholder confidence by allocating
capital well, holding management accountable and ensuring that accounting controls and governance are robust, and that shareholders
will continue to demand accountability for the Issuer’s performance. Firefly’s full statement was included in a press
release issued on the same date, the full text of which press release is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
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Item 5.
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Interest in Securities of the Issuer.
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Items 5(a)-(c) are
hereby amended and restated to read as follows:
The aggregate percentage
of Shares reported owned by each person named herein is based upon 159,872,688 Shares outstanding, as of May 1, 2020, which is
the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on May 8, 2020.
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(a)
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As of the close of business on June 3, 2020, FVP Master Fund beneficially owned 20,906,000 Shares.
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Percentage: Approximately
13.1%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 20,906,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 20,906,000
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(c)
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FVP Master Fund has not entered into any transactions in the securities of the Issuer during the
past 60 days.
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B.
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Firefly Value Partners
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(a)
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Firefly Value Partners, as the investment manager of FVP Master Fund, may be deemed the beneficial
owner of the 20,906,000 Shares owned by FVP Master Fund.
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Percentage: Approximately
13.1%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 20,906,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 20,906,000
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(c)
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Firefly Value Partners has not entered into any transactions in the securities of the Issuer during
the past 60 days.
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(a)
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FVP GP, as the general partner of FVP Master Fund, may be deemed the beneficial owner of the 20,906,000
Shares owned by FVP Master Fund.
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Percentage: Approximately
13.1%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 20,906,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 20,906,000
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(c)
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FVP GP has not entered into any transactions in the securities of the Issuer during the past 60
days.
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(a)
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Firefly Management, as the general partner of Firefly Value Partners, may be deemed the beneficial
owner of the 20,906,000 Shares owned by FVP Master Fund.
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Percentage: Approximately
13.1%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 20,906,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 20,906,000
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(c)
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Firefly Management has not entered into any transactions in the securities of the Issuer during
the past 60 days.
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(a)
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Mr. Heslop, as a Managing Member of FVP GP and Firefly Management, may be deemed the beneficial
owner of the 20,906,000 Shares owned by FVP Master Fund.
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Percentage: Approximately
13.1%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 20,906,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 20,906,000
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(c)
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Mr. Heslop has not entered into any transactions in the securities of the Issuer during the past
60 days.
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(a)
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Mr. Warszawski, as a Managing Member of FVP GP and Firefly Management, may be deemed the beneficial
owner of the 20,906,000 Shares owned by FVP Master Fund.
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Percentage: Approximately
13.1%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 20,906,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 20,906,000
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(c)
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Mr. Warszawski has not entered into any transactions in the securities of the Issuer during the
past 60 days.
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(a)
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As of the close of business on June 3, 2020, Ms. Holroyd beneficially owned 20,500 Shares.
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Percentage: Less than
1%
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(b)
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1. Sole power to vote or direct vote: 20,500
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 20,500
4. Shared power to dispose or direct the disposition: 0
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(c)
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The transactions in the securities of the Issuer by Ms. Holroyd during the past 60 days are set
forth in Schedule A and incorporated herein by reference.
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The filing of this
Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act,
the beneficial owners of any securities of the Issuer that he, she or it does not directly own. Each of the Reporting Persons specifically
disclaims beneficial ownership of the securities reported herein that he, she or it does not directly own.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Item 6 is hereby amended
to add the following:
On June 3, 2020, the
Reporting Persons other than Samantha Holroyd entered into a Joint Filing Agreement in which such Reporting Persons agreed to the
joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent
required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
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Item 7.
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Material to be Filed as Exhibits.
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Item 7 is hereby amended
to add the following exhibits:
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99.1
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Press Release dated June 2, 2020
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99.2
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Joint Filing Agreement
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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: June 3, 2020
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FVP Master Fund, L.P.
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By:
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FVP GP, LLC,
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its General Partner
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By:
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/s/ Ariel Warszawski
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Name:
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Ariel Warszawski
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Title:
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Managing Member
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Firefly Value Partners, LP
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By:
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Firefly Management Company GP, LLC,
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its General Partner
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By:
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/s/ Ariel Warszawski
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Name:
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Ariel Warszawski
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Title:
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Managing Member
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FVP GP, LLC
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By:
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/s/ Ariel Warszawski
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Name:
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Ariel Warszawski
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Title:
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Managing Member
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Firefly Management Company GP, LLC
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By:
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/s/ Ariel Warszawski
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Name:
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Ariel Warszawski
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Title:
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Managing Member
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/s/ Ariel Warszawski
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Ariel Warszawski
Individually and as attorney-in-fact for Samantha Holroyd
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/s/ Ryan Heslop
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Ryan Heslop
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SCHEDULE A
Transactions in the Shares During
the Past 60 Days
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Nature of Transaction
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Amount of Securities
Purchased/(Sold)
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Price Per
Share($)
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Date of
Purchase/Sale
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SAMANTHA HOLROYD
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Purchase of Common Stock
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20,500
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0.7230
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04/17/2020
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