FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GULFPORT ENERGY CORP [ GPOR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/23/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 02/23/2005 | C | 729,324 | A | $1.19(4) | 1,937,970 | I(1) | By: Wexford Special Situations 1996, L.P. | ||
Common Stock | 02/23/2005 | C | 122,381 | A | $1.19(4) | 325,194 | I(1) | By: Wexford Special Situations 1996 Institutional, L.P. | ||
Common Stock | 02/23/2005 | C | 206,998 | A | $1.19(4) | 463,097 | I(1) | By: Wexford-Euris Special Situations 1996, L.P. | ||
Common Stock | 02/23/2005 | C | 13,343 | A | $1.19(4) | 35,815 | I(1) | By: Wexford Spectrum Investors LLC | ||
Common Stock | 02/23/2005 | C | 882,253 | A | $1.19 | 2,344,342 | I(1) | By: Wexford Capital Partners II, L.P. | ||
Common Stock | 02/23/2005 | C | 164,681 | A | $1.19 | 437,594 | I(1) | By: Wexford Overseas Partners I, L.P. | ||
Common Stock | 02/23/2005 | C | 32,741 | A | $1.19 | 86,999 | I(1) | By: Wexford Special Situations 1996 Limited |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Common Stock Warrants | $1.19 | 02/23/2005 | X | 800 | 03/29/2002 | 03/29/2012 | Common Stock | 672,420 | (2) | 0 | I(1) | By: Wexford Special Situations 1996, L.P. | |||
Common Stock Warrants | $1.19 | 02/23/2005 | X | 12,312 | 05/21/2001 | 05/21/2006 | Common Stock | 56,904 | (3) | 0 | I(1) | By: Wexford Special Situations 1996, L.P. | |||
Common Stock Warrants | $1.19 | 02/23/2005 | X | 134 | 03/29/2002 | 03/29/2012 | Common Stock | 112,832 | (2) | 0 | I(1) | By: Wexford Special Situations 1996 Institutional, L.P. | |||
Common Stock Warrants | $1.19 | 02/23/2005 | X | 2,066 | 05/21/2001 | 05/21/2006 | Common Stock | 9,549 | (3) | 0 | I(1) | By: Wexford Special Situations 1996 Institutional, L.P. | |||
Common Stock Warrants | $1.19 | 02/23/2005 | X | 227 | 03/29/2002 | 03/29/2012 | Common Stock | 190,849 | (2) | 0 | I(1) | By: Wexford-Euris Special Situations 1996, L.P. | |||
Common Stock Warrants | $1.19 | 02/23/2005 | X | 3,494 | 05/21/2001 | 05/21/2006 | Common Stock | 16,149 | (3) | 0 | I(1) | By: Wexford-Euris Special Situations 1996, L.P. | |||
Common Stock Warrants | $1.19 | 02/23/2005 | X | 15 | 03/29/2002 | 03/29/2012 | Common Stock | 12,303 | (2) | 0 | I(1) | By: Wexford Spectrum Investors LLC | |||
Common Stock Warrants | $1.19 | 02/23/2005 | X | 225 | 05/21/2001 | 05/21/2006 | Common Stock | 1,040 | (3) | 0 | I(1) | By: Wexford Spectrum Investors LLC | |||
Common Stock Warrants | $1.19 | 02/23/2005 | X | 968 | 03/29/2002 | 03/29/2012 | Common Stock | 813,420 | (2) | 0 | I(1) | By: Wexford Capital Partners II, L.P. | |||
Common Stock Warrants | $1.19 | 02/23/2005 | X | 14,893 | 05/21/2001 | 05/21/2006 | Common Stock | 68,833 | (3) | 0 | I(1) | By: Wexford Capital Partners II, L.P. | |||
Common Stock Warrants | $1.19 | 02/23/2005 | X | 181 | 03/29/2002 | 03/29/2012 | Common Stock | 151,832 | (2) | 0 | I(1) | By: Wexford Overseas Partners I, L.P. | |||
Common Stock Warrants | $1.19 | 02/23/2005 | X | 2,780 | 05/21/2001 | 05/21/2006 | Common Stock | 12,849 | (3) | 0 | I(1) | By: Wexford Overseas Partners I, L.P. | |||
Common Stock Warrants | $1.19 | 02/23/2005 | X | 36 | 03/29/2002 | 03/29/2012 | Common Stock | 30,185 | (2) | 0 | I(1) | By: Wexford Special Situations 1996 Limited | |||
Common Stock Warrants | $1.19 | 02/23/2005 | X | 553 | 05/21/2001 | 05/21/2006 | Common Stock | 2,556 | (3) | 0 | I(1) | By: Wexford Special Situations 1996 limited |
Explanation of Responses: |
1. The Reporting person serves as either the investment manager, manager or sub-advisor to each of the 7 separate entities listed herein as having acquired the Issuer's securities (the "Wexford Entities"). The Reporting Person disclaims beneficial ownership of the securities owned by the Wexford Entities for purposes of Rule 16(a)-(3)(a) promulgated under the Securities Act. |
2. These Warrants were issued in connection with the purchase of Units, each comprised of (i) one share of Cumulative Preferred Stock, Series A, par value $0.01 per share, and (ii) one warrant to initially acquire 250 shares of Common Stock, par value $0.01 per share of the Issuer, at a purchase price of $1,000 per Unit. The Warrants were subsequently affected by anti-dilution provisions giving the holder the right to acquire additional shares of Common Stock upon their exercise. |
3. These Warrants were initially acquired by Gulfport Funding LLC ("Gulfport"), a limited liability company managed by the Reporting Person, in connection with a loan made by Gulfport to the Issuer. Gulfport was subsequently liquidated and its Warrants distributed to its members, including the Wexford Entities. |
4. The purchase price was paid by the redemption of shares of Cumulative Preferred Stock, Series A, par value $0.01 per share, owned by the beneficial owners reported herein, at a price of $1,000 per share. |
Wexford Capital LLC By: /s/ Arthur H. Amron | 03/02/2005 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |