Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
GeoPark Limited
(Name of Issuer)
Common Stock, $0.001 Par Value Per Share
(Title of Class of Securities)
G38327105
(CUSIP Number)
Gerald E. O’Shaughnessy
8301 E. 21st Street North, Suite 420
Wichita, Kansas 67206, USA
316-630-0247
With a copy to:
Werner F. Ahlers
Janet Geldzahler
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
212-558-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 8, 2021
(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-l(f) or 240.13d-l(g), check the following box. ☐
| * | 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. G38327105 | 13D | Page 2 of 7 Pages |
| 1 | Names of Reporting Persons
Gerald E. O’Shaughnessy | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds
PF | |||||
| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| 6 | Citizenship or Place of Organization
U.S. citizen | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
184,042 | ||||
| 8 | Shared Voting Power
6,354,178 (1) | |||||
| 9 | Sole Dispositive Power
184,042 | |||||
| 10 | Shared Dispositive Power
6,354,178 (1) | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,538,220 (1) | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
| |||||
| 13 | Percent of Class Represented by Amount in Row (11)
10.7% | |||||
| 14 | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | Of these shares of Common Stock, 211,015 shares are held by The Timothy P. O’Shaughnessy Foundation, on the board of which Mr. O’Shaughnessy serves as a non-controlling director and as to which shares he disclaims beneficial ownership. |
| CUSIP No. G38327105 | 13D | Page 3 of 7 Pages |
| 1 | Names of Reporting Persons
GP Investments LLP | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds
OO | |||||
| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| 6 | Citizenship or Place of Organization
KANSAS, USA | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
None | ||||
| 8 | Shared Voting Power
1,123,083 | |||||
| 9 | Sole Dispositive Power
None | |||||
| 10 | Shared Dispositive Power
1,123,083 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,123,083 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
| |||||
| 13 | Percent of Class Represented by Amount in Row (11)
1.8% | |||||
| 14 | Type of Reporting Person (See Instructions)
PN | |||||
| CUSIP No. G38327105 | 13D | Page 4 of 7 Pages |
| 1 | Names of Reporting Persons
GPK Holdings, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds
OO | |||||
| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| 6 | Citizenship or Place of Organization
KANSAS, USA | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
None | ||||
| 8 | Shared Voting Power
5,000,000 | |||||
| 9 | Sole Dispositive Power
None | |||||
| 10 | Shared Dispositive Power
5,000,000 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,000,000 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
| |||||
| 13 | Percent of Class Represented by Amount in Row (11)
8.2% | |||||
| 14 | Type of Reporting Person (See Instructions)
OO | |||||
| CUSIP No. G38327105 | &# xA0; | 13D | Page 5 of 7 Pages |
| 1 | Names of Reporting Persons
The Globe Resources Group, Inc. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☒ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds
OO | |||||
| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| 6 | Citizenship or Place of Organization
KANSAS, USA | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
None | ||||
| 8 | Shared Voting Power
20,080 | |||||
| 9 | Sole Dispositive Power
None | |||||
| 10 | Shared Dispositive Power
20,080 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
20,080 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
| |||||
| 13 | Percent of Class Represented by Amount in Row (11)
0.0% | |||||
| 14 | Type of Reporting Person (See Instructions)
CO | |||||
The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is hereby amended to add the following:
In connection with the Reporting Persons’ “vote no” campaign (as disclosed in Amendment No. 1 to this Schedule 13D), on July 8, 2021, Mr. O’Shaughnessy made public a letter to shareholders outlining certain reasons for shareholders to vote against four directors of the Issuer at the annual meeting of shareholders of the Issuer. A copy of the letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The Reporting Persons strongly advise all shareholders of the Issuer to read these materials.
| Item 7. | Material to be Filed as Exhibits |
Exhibit
| Number |
Exhibit Name | |
| 99.1 | Letter from Gerald O’Shaughnessy to Shareholders, dated July 8, 2021. | |
SIGNATURE
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.
| By: | /s/ Gerald E. O’Shaughnessy | |
| Name: Gerald E. O’Shaughnessy | ||
| Date: July 8, 2021 | ||
| GP Investments LLP | ||
| By: | /s/ Gerald E. O’Shaughnessy | |
| Name: Gerald E. O’Shaughnessy | ||
| Date: July 8, 2021 | ||
| GPK Holdings, LLC | ||
| By: | /s/ Gerald E. O’Shaughnessy | |
| Name: Gerald E. O’Shaughnessy | ||
| Date: July 8, 2021 | ||
| The Globe Resources Group, Inc. | ||
| By: | /s/ Gerald E. O’Shaughnessy | |
| Name: Gerald E. O’Shaughnessy | ||
| Date: July 8, 2021 | ||