Amended Statement of Beneficial Ownership (sc 13d/a)
March 06 2019 - 4:18PM
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. 2)
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 26
th
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)
March 6, 2019
(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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14,077,000 *
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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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14,077,000 *
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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14,077,000 *
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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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8.6%
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14
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TYPE OF REPORTING PERSON
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PN, IA
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*
Includes 4,350,000 shares underlying
call options currently exercisable as further described in Item 6 to the Schedule 13D.
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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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14,077,000 *
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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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14,077,000 *
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11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
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14,077,000 *
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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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8.6%
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14
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TYPE OF REPORTING PERSON
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PN
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*
Includes 4,350,000 shares underlying
call options currently exercisable as further described in Item 6 to the Schedule 13D.
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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
|
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|
EACH
|
|
|
|
|
|
|
REPORTING
|
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|
|
|
14,077,000 *
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PERSON WITH
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9
|
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SOLE DISPOSITIVE POWER
|
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|
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- 0 -
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10
|
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SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
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|
|
|
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|
14,077,000 *
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|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
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14,077,000 *
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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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|
|
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8.6%
|
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|
14
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TYPE OF REPORTING PERSON
|
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OO
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*
Includes 4,350,000 shares underlying
call options currently exercisable as further described in Item 6 to the Schedule 13D.
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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
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SOLE VOTING POWER
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SHARES
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|
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|
BENEFICIALLY
|
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|
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|
- 0 -
|
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|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
|
EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
14,077,000 *
|
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
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|
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|
- 0 -
|
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|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,077,000 *
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
14,077,000 *
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
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|
8.6%
|
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|
|
14
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TYPE OF REPORTING PERSON
|
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|
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OO
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*
Includes 4,350,000 shares underlying
call options currently exercisable as further described in Item 6 to the Schedule 13D.
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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
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7
|
|
SOLE VOTING POWER
|
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|
SHARES
|
|
|
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|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
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|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
|
EACH
|
|
|
|
|
|
|
REPORTING
|
|
|
|
|
14,077,000 *
|
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
- 0 -
|
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,077,000 *
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
14,077,000 *
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
|
|
8.6%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
*
Includes 4,350,000 shares underlying
call options currently exercisable as further described in Item 6 to the Schedule 13D.
|
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1
|
|
NAME OF REPORTING PERSON
|
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|
|
|
|
|
|
|
|
|
|
|
Ariel Warszawski
|
|
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|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
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|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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
|
|
|
|
|
14,077,000 *
|
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,077,000 *
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
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|
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14,077,000 *
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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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8.6%
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14
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TYPE OF REPORTING PERSON
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IN
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*
Includes 4,350,000 shares underlying
call options currently exercisable as further described in Item 6 to the Schedule 13D.
The following constitutes
Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule
13D as specifically set forth herein.
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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 March 6,
2019, the Reporting Persons issued a press release announcing the delivery of a letter to the Board. In the letter, the
Reporting Persons stated that they were encouraged by the Issuer’s 2019 capital plan, which was adopted after extensive
private and public communications between the Reporting Persons and the Issuer, and expect the successful execution of the
plan to create value for all stockholders. The Reporting Persons also urged the Issuer to take the following actions in 2019:
(1) implement the capital and operational plan announced on January 17, 2019, including executing the $400M share buyback plan
with urgency, (2) set short-term and long-term executive compensation incentives that are more closely aligned with the best
interests of all stockholders and (3) abstain from equity issuances. The Reporting Persons expressed their intention to
continue to advocate for long-term stockholders’ interests, and that if the Issuer does not accomplish the three goals
articulated above, the Reporting Persons believe the Board’s composition will need to change. A copy of the 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 162,986,045 Shares outstanding, as of February 18, 2019, which
is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities
and Exchange Commission on February 28, 2019.
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(a)
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As of the close of business on March 6, 2019, FVP Master Fund beneficially owned 14,077,000 Shares,
including 4,350,000 shares underlying certain call options.
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Percentage: Approximately
8.6%
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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: 14,077,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 14,077,000
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(c)
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FVP Master Fund has not entered into any transactions in the securities of the Issuer since the
filing of Amendment No. 1 to the Schedule 13D.
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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 14,077,000 Shares owned by FVP Master Fund, including 4,350,000 shares underlying certain call options.
|
Percentage: Approximately
8.6%
|
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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: 14,077,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 14,077,000
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(c)
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Firefly Value Partners has not entered into any transactions in the securities of the Issuer since
the filing of Amendment No. 1 to the Schedule 13D.
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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 14,077,000
Shares owned by FVP Master Fund, including 4,350,000 shares underlying certain call options.
|
Percentage: Approximately
8.6%
|
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(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 14,077,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 14,077,000
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(c)
|
FVP GP has not entered into any transactions in the securities of the Issuer since the filing of
Amendment No. 1 to the Schedule 13D.
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(a)
|
Firefly Management, as the general partner of Firefly Value Partners, may be deemed the beneficial
owner of the 14,077,000 Shares owned by FVP Master Fund, including 4,350,000 shares underlying certain call options.
|
Percentage: Approximately
8.6%
|
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(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 14,077,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 14,077,000
|
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(c)
|
Firefly Management has not entered into any transactions in the securities of the Issuer since
the filing of Amendment No. 1 to the Schedule 13D.
|
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(a)
|
Mr. Heslop, as a Managing Member of FVP GP and Firefly Management, may be deemed the beneficial
owner of the 14,077,000 Shares owned by FVP Master Fund, including 4,350,000 shares underlying certain call options.
|
Percentage: Approximately
8.6%
|
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(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 14,077,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 14,077,000
|
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(c)
|
Mr. Heslop has not entered into any transactions in the securities of the Issuer since the filing
of Amendment No. 1 to the Schedule 13D.
|
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(a)
|
Mr. Warszawski, as a Managing Member of FVP GP and Firefly Management, may be deemed the beneficial
owner of the 14,077,000 Shares owned by FVP Master Fund, including 4,350,000 shares underlying certain call options.
|
Percentage: Approximately
8.6%
|
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(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 14,077,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 14,077,000
|
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(c)
|
Mr. Warszawski has not entered into any transactions in the securities of the Issuer since the
filing of Amendment No. 1 to the Schedule 13D.
|
Each Reporting Person,
as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting
Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
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Item 7.
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Material to be Filed as Exhibits
.
|
Item 7 is hereby amended
to add the following exhibit:
|
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99.1
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Press Release, dated March 6, 2019.
|
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: March 6, 2019
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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:
|
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:
|
Ariel Warszawski
|
|
|
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Title:
|
Managing Member
|
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FVP GP, LLC
|
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By:
|
/s/ Ariel Warszawski
|
|
|
|
Name:
|
Ariel Warszawski
|
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|
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Title:
|
Managing Member
|
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Firefly Management Company GP, LLC
|
|
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By:
|
/s/ Ariel Warszawski
|
|
|
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Name:
|
Ariel Warszawski
|
|
|
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Title:
|
Managing Member
|
|
|
/s/ Ariel Warszawski
|
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|
Ariel Warszawski
|
|
|
/s/ Ryan Heslop
|
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|
Ryan Heslop
|
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