SCHEDULE 13D/A
0001123292-21-000901
0001332784
XXXXXXXX
LIVE
11
Common Stock, par value $0.0001 per share
12/19/2024
false
0000874499
402635502
Gulfport Energy Corporation
713 Market Drive
Oklahoma City
OK
73114
Steven Weiser
203-542-4200
2 Greenwich Plaza
Suite 1
Greenwich
CT
06830
0001332784
N
Silver Point Capital, L.P.
b
OO
N
DE
0
4806491
0
4806491
4806491
N
24.9
IA
PN
0001029625
N
Edward A. Mule
b
OO
N
X1
0
4806491
0
4806491
4806491
N
24.9
IN
0001382617
N
Robert J. O'Shea
b
OO
N
X1
0
4806491
0
4806491
4806491
N
24.9
IN
Common Stock, par value $0.0001 per share
Gulfport Energy Corporation
713 Market Drive
Oklahoma City
OK
73114
Explanatory Note: This Amendment No. 11 (the "Amendment") amends the statement on Schedule 13D originally filed by the Reporting Persons on May 27, 2021, as amended by Amendment No. 1 filed by the Reporting Persons on June 10, 2021, as further amended by Amendment No. 2 filed by the Reporting Persons on June 21, 2021, as further amended by Amendment No. 3 filed by the Reporting Persons on June 23, 2023, as further amended by Amendment No. 4 filed by the Reporting Persons on June 28, 2023, as further amended by Amendment No. 5 filed by the Reporting Persons on September 8, 2023, as further amended by Amendment No. 6 filed by the Reporting Persons on December 6, 2023, as further amended by Amendment No. 7 filed by the Reporting Persons on December 13, 2023, as further amended by Amendment No. 8 filed by the Reporting Persons on March 21, 2024, as further amended by Amendment No. 9 filed by the Reporting Persons on September 23, 2024, and as further amended by Amendment No. 10 filed by the Reporting Persons on November 25, 2024 (as amended, the "Schedule 13D"). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.
Item 4 is hereby supplemented as follows:
On December 19, 2024, Silver Point Capital Fund, L.P., Silver Point Capital Offshore Master Fund, L.P. by SPCP Offshore IV, Inc. as its designated affiliate, Silver Point Distressed Opportunities Fund, L.P., Silver Point Distressed Opportunities Offshore Master Fund, L.P., Silver Point Distressed Opportunity Institutional Partners, L.P., and Silver Point Distressed Opportunity Institutional Partners Master Fund (Offshore), L.P. (collectively, "Silver Point") sold an aggregate of 450,000 shares of Common Stock at a price per share of $162.81.
On December 19, 2024, the Issuer agreed to purchase from Silver Point, an aggregate of 79,410 shares of Common Stock at a price of $162.81 per share.
The Reporting Persons may sell additional shares of Common Stock from time-to-time depending on market conditions pursuant to Rule 144 of the Securities Act of 1933, as amended, or pursuant to the Issuer's registration statement covering the resale of the shares of Common Stock held by the Reporting Persons. The Reporting Persons do not have any current plan or proposal that relates to or would result in any transaction, event or action enumerated in paragraphs (a) through (j) of Item 4 of Schedule 13D, except as otherwise described herein.
Each of the Reporting Persons reserves the right, in light of its ongoing evaluation of the Issuer's financial condition, business, operations and prospects, the market price of the Common Stock, commodity prices, conditions in the securities market generally, general economic and industry conditions, its business objectives and other relevant factors, to change its plans and intentions at any time, as it deems appropriate.
The responses of the Reporting Persons to rows (7) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference. The Reporting Persons currently beneficially own 4,806,491 shares, consisting of (a) 3,110,562 shares plus (b) 1,695,929 shares issuable upon the exercise of 23,743 shares of Preferred Stock.
As reported in the Issuer's Form 10-Q filed with the SEC on November 6, 2024, as of October 28, 2024, there were 17,727,799 shares of Common Stock issued and outstanding, and as of September 30, 2024, there were 43,745 shares of Preferred Stock issued and outstanding (which shares of Preferred Stock vote together on an as-converted basis with the Common Stock as a single class). Additionally, as reported in the Issuer's Form 8-K filed with the SEC on November 26, 2024, the Issuer repurchased 150,000 shares of Common Stock. Percent ownership calculations in this Schedule 13D are calculated by using (a) 17,727,799 shares of Common Stock minus (b) 150,000 shares of Common Stock repurchased by the Issuer plus (c) 1,695,929 shares of Common Stock issuable upon the conversion of the 23,743 shares of Preferred Stock beneficially owned by the Reporting Persons. Assuming conversion of all outstanding shares of the Issuer's Preferred Stock, the Reporting Persons beneficially own approximately 23.2% of the outstanding voting securities of the Issuer (including in the denominator all 3,100,000 shares of common stock issuable upon the conversion of the Preferred Stock outstanding).
The responses of the Reporting Persons to rows (7) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference.
The disclosure in Item 4 herein is incorporated by reference.
Item 7 is hereby supplemented to add the following as exhibits:
Exhibit 1 Joint Filing Agreement, dated as of December 20, 2024, by and among the Reporting Persons.
Exhibit 2 Cooperation Agreement, dated as of May 17, 2021, by and among Gulfport Energy Corporation and Silver Point Capital, L.P. (incorporated herein by reference to Exhibit 10.3 of the Issuer's Form 8-K filed with the SEC on May 17, 2021).
Exhibit 3 Power of Attorney of Edward A. Mule (incorporated herein by reference to Exhibit B to Schedule 13G filed by Silver Point Capital, L.P., Edward A. Mule and Robert O'Shea with the SEC on February 16, 2016 relating to TopBuild Corp.).
Exhibit 4 Power of Attorney of Robert O'Shea (incorporated herein by reference to Exhibit C to Schedule 13G filed by Silver Point Capital, L.P., Edward A. Mule and Robert O'Shea with the SEC on February 16, 2016 relating to TopBuild Corp.).
Exhibit 5 Registration Rights Agreement dated as of May 17, 2021, by and among the Issuer and the other parties signatory hereto (incorporated herein by reference to Exhibit 10.2 of the Issuer's Form 8-K filed with the SEC on May 17, 2021).
Silver Point Capital, L.P.
/s/ Steven Weiser
12/20/2024
Edward A. Mule
/s/ Steven Weiser
12/20/2024
Robert J. O'Shea
/s/ Steven Weiser
12/20/2024