(Amendment No. __)
1
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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
x
.
CUSIP No.
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40222T104
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13D
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Page 2 of 6
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1
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NAME OF REPORTING PERSON
Lloyd I. Miller, III
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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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¨
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(b)
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¨
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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-AF-OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 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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United States
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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
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46,015,980
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8
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SHARED VOTING POWER
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262,346
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9
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SOLE DISPOSITIVE POWER
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46,015,980
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10
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SHARED DISPOSITIVE POWER
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262,346
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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46,278,326
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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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20.1%
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14
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TYPE OF REPORTING PERSON*
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IN-OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
ORIGINAL REPORT ON SCHEDULE 13D
Item 1.
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Security and Issuer
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This Statement on Schedule
13D (“
Schedule 13D
”) relates to the Royalty Trust Units (the “
Royalty Trust Units
”) of Gulf
Coast Ultra Deep Royalty Trust, a Delaware corporation (the “
Company
” or the “
Issuer
”), whose
principal executive offices are located at The Bank of New York Mellon Trust Company, N.A., as trustee, Institutional Trust Services,
919 Congress Avenue, Suite 500, Austin, Texas 78701.
Item 2.
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Identity and Background
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This statement is filed
by Lloyd I. Miller, III (“
Mr. Miller
” or the “
Reporting Person
”). Mr. Miller’s principal
business address is 3300 South Dixie Highway, Suite 1-365, West Palm Beach, Florida 33405. Mr. Miller’s principal occupation
is investing assets held by or on behalf of his family. During the past five years, Mr. Miller has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) and has not been a party to civil proceedings of a judicial or
administrative body of competent jurisdiction, as a result of which Mr. Miller was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws. Mr. Miller is a United States citizen.
Item 3.
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Source and Amount of Funds or Other Consideration
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Mr. Miller is the managing
member of Milfam LLC (“
Milfam LLC
”), an Ohio limited liability company established pursuant to the Operating
Agreement of Milfam LLC dated as of December 10, 1996. Milfam LLC is the advisor to Trust A-4 (“
Trust A-4
”).
Trust A-4 was created pursuant to an Amended and Restated Trust Agreement, dated September 20, 1983 (the “
Trust Agreement
”).
Pursuant to a Declaratory Judgment Order, entered on November 20, 1992 in the Court of Common Pleas, Probate Division, Hamilton
County, Ohio, Trust A was split into four separate trusts, one of which is Trust A-4. The Trusts were further reformed by Order
of the Delaware Chancery Court dated December 29, 2010 pursuant to which Milfam LLC was appointed advisor to the Trusts. All of
the Royalty Trust Units purchased by Trust A-4 were purchased with funds generated and held by Trust A-4. The aggregate purchase
price for the Royalty Trust Units purchased by Trust A-4 was approximately $1,372,036.00.
Mr. Miller is the managing
member of Milfam LLC. All of the Royalty Trust Units Mr. Miller is deemed to beneficially own as the managing member of Milfam
LLC were purchased with funds generated and held by Milfam LLC. The aggregate purchase price for the Royalty Trust Units purchased
by Milfam LLC was approximately $81,930.00.
Milfam LLC is the general
partner of (i) Milfam I L.P. (“
Milfam I
”), a Georgia limited partnership established pursuant to the Partnership
Agreement for Milfam I L.P., dated December 11, 1996, and (ii) Milfam II L.P. (“
Milfam II
”), a Georgia limited
partnership established pursuant to the Partnership Agreement for Milfam II L.P., dated December 11, 1996.
Milfam I:
All
of the Royalty Trust Units Mr. Miller is deemed to beneficially own as the managing member of the general partner of Milfam I were
purchased with money contributed to Milfam I by its partners or money generated and held by Milfam I. The aggregate purchase price
for the Royalty Trust Units purchased by Milfam I was approximately $620,840.00.
Milfam II:
All
of the Royalty Trust Units Mr. Miller is deemed to beneficially own as the manager of the general partner of Milfam II were purchased
with money contributed to Milfam II by its partners or money generated and held by Milfam II. The aggregate purchase price for
the Royalty Trust Units purchased by Milfam II was approximately $5,447,774.00.
Mr. Miller is the trustee
for a certain generation skipping trust, Catherine Miller GST (the “Catherine GST”). All of the Royalty Trust Units
Mr. Miller is deemed to beneficially own as the trustee for Catherine GST were purchased with funds generated and held by the Catherine
GST. The aggregate purchase price for the Royalty Trust Units Mr. Miller is deemed to beneficially own as trustee of the Catherine
GST was approximately $64,607.00.
Mr. Miller is the co-trustee
of a trust (“
Crider GST
”). All of the Royalty Trust Units Mr. Miller is deemed to beneficially own as the co-trustee
for Crider GST were purchased with funds generated and held by the Crider GST. The aggregate purchase price for the Royalty Trust
Units Mr. Miller is deemed to beneficially own as trustee of Crider GST was approximately $81,126.00.
Mr. Miller is the manager
of LIMFAM LLC (“
LIMFAM LLC
”), a Delaware limited liability company. All of the Royalty Trust Units Mr. Miller
is deemed to beneficially own as the manager for LIMFAM LLC were purchased with funds generated and held by LIMFAM LLC. The aggregate
purchase price for the Royalty Trust Units Mr. Miller is deemed to beneficially own as manager of LIMFAM LLC was $505,998.00.
All of the Royalty
Trust Units purchased by Mr. Miller on his own behalf were purchased with personal funds generated and held by Mr. Miller. The
purchase price for the Royalty Trust Units purchased by Mr. Miller on his own behalf was approximately $807,112.00.
The aggregate purchase prices set forth in this Item 3 include brokerage commissions and reflect certain cost basis adjustments.
Item 4.
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Purpose of the Transaction
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The Royalty Trust Units
covered by this Schedule 13D were acquired by Mr. Miller for investment purposes in the ordinary course of his business as an investor.
The purpose of this filing is to state that Mr. Miller has become the beneficial owner of greater than 20% of the outstanding Royalty
Trust Units of the Company.
Except in connection
with the matters described in this Item 4 and as contemplated herein, Mr. Miller does not currently have any specific plans or
proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j) of Item 4 of Schedule
13D. Subject to the terms of the Agreement, Mr. Miller reserves the right to change plans and take any and all actions that Mr.
Miller may deem appropriate to maximize the value of his investment, including, among other things, purchasing or otherwise acquiring
additional securities of the Company, selling or otherwise disposing of any securities of the Company beneficially owned by him,
in each case in the open market or in privately negotiated transactions or formulating other plans or proposals regarding the Company
or its securities to the extent deemed advisable by Mr. Miller in light of his general investment policies, market conditions,
subsequent developments affecting the Company and the general business and future prospects of the Company. Mr. Miller may take
any other action with respect to the Company or any of the Company’s debt or equity securities in any manner permitted by
applicable law.
Item 5
.
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Interest in Securities of the Issuer
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(a) Mr.
Miller may be deemed to beneficially own 46,278,326 Royalty Trust Units, which is equal to approximately 20.1% of the outstanding
Royalty Trust Units, based on 230,172,696 Royalty Trust Units outstanding, as reported in the Issuer’s Form 10-Q filed on
August 5, 2016. As of the date hereof, 3,491,804 of the Royalty Trust Units beneficially owned by Mr. Miller are owned of record
by Trust A-4, 1,012,596 of the Royalty Trust Units beneficially owned by Mr. Miller are owned of record by Milfam I, 34,972,882
of the Royalty Trust Units beneficially owned by Mr. Miller are owned of record by Milfam II, 231,537 of the Royalty Trust Units
beneficially owned by Mr. Miller are owned of record by Milfam LLC, 184,073 of the Royalty Trust Units beneficially owned by Mr.
Miller are owned of record by Catherine GST, 262,346 of the Royalty Trust Units beneficially owned by Mr. Miller are owned of record
by Crider GST, 3,718,949 of the Royalty Trust Units beneficially owned by Mr. Miller are owned of record by LIMFAM LLC, and 2,404,139
of the Royalty Trust Units beneficially owned by Mr. Miller are owned by Mr. Miller directly.
(b) Mr. Miller
may be deemed to have sole voting and dispositive power for all such Royalty Trust Units held of record by Trust A-4, Milfam I,
Milfam II, Milfam LLC, Catherine GST, LIMFAM LLC, and Mr. Miller directly. Mr. Miller may be deemed to have shared voting and
dispositive power for all such Royalty Trust Units held of record by Crider GST.
(c) The following table details the transactions
effected by Mr. Miller in the past 60 days.
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Milfam II
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Date of Transaction
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Number of Royalty Trust Units Purchased
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Price Per Share
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October 27, 2016
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12,500,000
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$0.03
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(d) Persons other than Mr. Miller have the
right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, the reported securities.
(e) Not
Applicable.
Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Not
Applicable.
Item 7.
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Material to be Filed as Exhibits.
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Not
Applicable.
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.
Dated: October
28, 2016
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By:
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/s/ Lloyd I. Miller, III
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Lloyd I. Miller, III
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