0001193125-14-056115.txt : 20140218 0001193125-14-056115.hdr.sgml : 20140217 20140218062608 ACCESSION NUMBER: 0001193125-14-056115 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20140218 DATE AS OF CHANGE: 20140218 GROUP MEMBERS: CARTICA CAPITAL PARTNERS GP, LTD. GROUP MEMBERS: CARTICA CAPITAL PARTNERS MASTER, L.P. GROUP MEMBERS: CARTICA CORPORATE GOVERNANCE FUND, L.P. GROUP MEMBERS: CARTICA INVESTORS II GP, LLC GROUP MEMBERS: CARTICA INVESTORS II, L.P. GROUP MEMBERS: CARTICA INVESTORS, L.P. GROUP MEMBERS: CARTICA MANAGEMENT, L.P. GROUP MEMBERS: CCP MASTER GP GENPAR, L.P. GROUP MEMBERS: CCP MASTER GP, L.P. GROUP MEMBERS: CCP ULTIMATE GP, LLC GROUP MEMBERS: FARIDA KHAMBATA GROUP MEMBERS: STEVEN J. QUAMME GROUP MEMBERS: TERESA C. BARGER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GeoPark Ltd CENTRAL INDEX KEY: 0001464591 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-87998 FILM NUMBER: 14620220 BUSINESS ADDRESS: STREET 1: NUESTRA SENORA DE LOS ANGELES 179 STREET 2: LAS CONDES CITY: SANTIAGO STATE: F3 ZIP: 00000 BUSINESS PHONE: 562-2242-9600 MAIL ADDRESS: STREET 1: NUESTRA SENORA DE LOS ANGELES 179 STREET 2: LAS CONDES CITY: SANTIAGO STATE: F3 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: GeoPark Holdings Ltd DATE OF NAME CHANGE: 20090520 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Cartica Management, LLC CENTRAL INDEX KEY: 0001600011 IRS NUMBER: 743238976 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1775 I STREET NW STREET 2: SUITE 800 CITY: WASHINGTON STATE: DC ZIP: 20006 BUSINESS PHONE: 202-367-3015 MAIL ADDRESS: STREET 1: 1775 I STREET NW STREET 2: SUITE 800 CITY: WASHINGTON STATE: DC ZIP: 20006 SC 13D 1 d680182dsc13d.htm SC 13D SC 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

[Rule 13d-101]

Information to be Included in Statements Filed Pursuant to Rule 13d-1(a)

and Amendments Thereto Filed Pursuant to Rule 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

GeoPark Limited

(Name of Issuer)

Common shares, par value $0.001 per share

(Title of Class of Securities)

G38327105

(CUSIP Number)

Brian Coad

Cartica Management, LLC

1775 I Street NW, Suite 800

Washington, D.C.

(202) 741-3677

(Name, Address and Telephone Number of person Authorized to Receive Notices and Communications)

February 6, 2014

(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 which is the subject of this Schedule 13D, and is filing this schedule because of § 240.13d-1(e), 204.13d-1(f) or 240.13d-1(g), check the following box ¨.

 

 

Note: Schedule 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.

 

 

 

* 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 1 of 23

 

  1   

NAME OF REPORTING PERSONS.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 

Cartica Investors, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

WC

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

9,690,972

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

9,690,972

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,690,972

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

16.895%*

14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

* Based on 57,361,614 Shares outstanding as reported in the Prospectus Supplement filed by the Issuer pursuant to Rule 424(b)(1) with the Securities and Exchange Commission on February 10, 2014.


CUSIP No. G38327105    13D    Page 2 of 23

 

  1   

NAME OF REPORTING PERSONS.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 

Cartica Investors II, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

WC

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

9,690,972

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

9,690,972

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,690,972

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

16.895%*

14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

* Based on 57,361,614 Shares outstanding as reported in the Prospectus Supplement filed by the Issuer pursuant to Rule 424(b)(1) with the Securities and Exchange Commission on February 10, 2014.


CUSIP No. G38327105    13D    Page 3 of 23

 

  1   

NAME OF REPORTING PERSONS.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 

Cartica Capital Partners Master, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

WC

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

9,690,972

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

9,690,972

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,690,972

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

16.895%*

14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

* Based on 57,361,614 Shares outstanding as reported in the Prospectus Supplement filed by the Issuer pursuant to Rule 424(b)(1) with the Securities and Exchange Commission on February 10, 2014.


CUSIP No. G38327105    13D    Page 4 of 23

 

  1   

NAME OF REPORTING PERSONS.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 

Cartica Corporate Governance Fund, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

WC

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

9,690,972

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

9,690,972

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,690,972

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

16.895%*

14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

* Based on 57,361,614 Shares outstanding as reported in the Prospectus Supplement filed by the Issuer pursuant to Rule 424(b)(1) with the Securities and Exchange Commission on February 10, 2014.


CUSIP No. G38327105    13D    Page 5 of 23

 

  1   

NAME OF REPORTING PERSONS.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 

CCP Ultimate GP, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

AF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

9,690,972

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

9,690,972

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,690,972

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

16.895%*

14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO (Limited Liability Company)

 

* Based on 57,361,614 Shares outstanding as reported in the Prospectus Supplement filed by the Issuer pursuant to Rule 424(b)(1) with the Securities and Exchange Commission on February 10, 2014.


CUSIP No. G38327105    13D    Page 6 of 23

 

  1   

NAME OF REPORTING PERSONS.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 

CCP Master GP GenPar, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

AF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

9,690,972

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

9,690,972

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,690,972

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

16.895%*

14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

* Based on 57,361,614 Shares outstanding as reported in the Prospectus Supplement filed by the Issuer pursuant to Rule 424(b)(1) with the Securities and Exchange Commission on February 10, 2014.


CUSIP No. G38327105    13D    Page 7 of 23

 

  1   

NAME OF REPORTING PERSONS.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 

CCP Master GP, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

AF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

9,690,972

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

9,690,972

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,690,972

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

16.895%*

14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

* Based on 57,361,614 Shares outstanding as reported in the Prospectus Supplement filed by the Issuer pursuant to Rule 424(b)(1) with the Securities and Exchange Commission on February 10, 2014.


CUSIP No. G38327105    13D    Page 8 of 23

 

  1   

NAME OF REPORTING PERSONS.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 

Cartica Investors II GP, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

AF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

9,690,972

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

9,690,972

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,690,972

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

16.895%*

14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO (Limited Liability Company)

 

* Based on 57,361,614 Shares outstanding as reported in the Prospectus Supplement filed by the Issuer pursuant to Rule 424(b)(1) with the Securities and Exchange Commission on February 10, 2014.


CUSIP No. G38327105    13D    Page 9 of 23

 

  1   

NAME OF REPORTING PERSONS.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 

Cartica Capital Partners GP, Ltd.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

AF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

9,690,972

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

9,690,972

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,690,972

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

16.895%*

14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO (Cayman Islands Exempted Company)

 

* Based on 57,361,614 Shares outstanding as reported in the Prospectus Supplement filed by the Issuer pursuant to Rule 424(b)(1) with the Securities and Exchange Commission on February 10, 2014.


CUSIP No. G38327105    13D    Page 10 of 23

 

  1   

NAME OF REPORTING PERSONS.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 

Cartica Management, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

AF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

9,690,972

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

9,690,972

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,690,972

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

16.895%*

14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO (Delaware Limited Liability Company)

 

* Based on 57,361,614 Shares outstanding as reported in the Prospectus Supplement filed by the Issuer pursuant to Rule 424(b)(1) with the Securities and Exchange Commission on February 10, 2014.


CUSIP No. G38327105    13D    Page 11 of 23

 

  1   

NAME OF REPORTING PERSONS.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 

Cartica Management, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

AF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

9,690,972

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

9,690,972

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,690,972

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

16.895%*

14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

* Based on 57,361,614 Shares outstanding as reported in the Prospectus Supplement filed by the Issuer pursuant to Rule 424(b)(1) with the Securities and Exchange Commission on February 10, 2014.


CUSIP No. G38327105    13D    Page 12 of 23

 

  1   

NAME OF REPORTING PERSONS.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 

Steven J. Quamme

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

AF, SC

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

 

     7    

SOLE VOTING POWER

 

7,422

     8   

SHARED VOTING POWER

 

9,690,972

     9   

SOLE DISPOSITIVE POWER

 

7,422

   10   

SHARED DISPOSITIVE POWER

 

9,690,972

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,698,394

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

16.907%*

14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

* Based on 57,361,614 Shares outstanding as reported in the Prospectus Supplement filed by the Issuer pursuant to Rule 424(b)(1) with the Securities and Exchange Commission on February 10, 2014.


CUSIP No. G38327105    13D    Page 13 of 23

 

  1   

NAME OF REPORTING PERSONS.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 

Teresa C. Barger

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

AF, PF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

9,690,972

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

9,690,972

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,690,972

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

16.895%*

14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

* Based on 57,361,614 Shares outstanding as reported in the Prospectus Supplement filed by the Issuer pursuant to Rule 424(b)(1) with the Securities and Exchange Commission on February 10, 2014.


CUSIP No. G38327105    13D    Page 14 of 23

 

  1   

NAME OF REPORTING PERSONS.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 

Farida Khambata

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

AF, PF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

 

     7    

SOLE VOTING POWER

 

75,151

     8   

SHARED VOTING POWER

 

9,690,972

     9   

SOLE DISPOSITIVE POWER

 

75,151

   10   

SHARED DISPOSITIVE POWER

 

9,690,972

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,766,123

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

17.026%*

14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

* Based on 57,361,614 Shares outstanding as reported in the Prospectus Supplement filed by the Issuer pursuant to Rule 424(b)(1) with the Securities and Exchange Commission on February 10, 2014.


CUSIP No. G38327105    13D    Page 15 of 23

 

Item 1. Security and Issuer.

This Statement on Schedule 13D (“Schedule 13D”) relates to the Common shares, par value $0.001 per share (the “Shares”), of GeoPark Limited, a Bermuda company (the “Issuer”).

The address of the Issuer’s principal executive offices is Nuestra Señora de los Ángeles 179, Las Condes, Santiago, Chile.

Item 2. Identity and Background.

 

(a) This Schedule 13D is being filed by Cartica Investors, L.P., a Cayman Islands exempted limited partnership (“Investors I”), Cartica Investors II, L.P., a Delaware limited partnership (“Investors II”), Cartica Capital Partners Master, L.P., a Cayman Islands exempted limited partnership (“Capital Partners Master”), Cartica Corporate Governance Fund, L.P., a Delaware limited partnership (“Governance Fund”), CCP Ultimate GP, LLC, a Delaware limited liability company (“Ultimate GP”), CCP Master GP GenPar, L.P., a Delaware limited partnership (“Master GP GenPar”), CCP Master GP, L.P., a Delaware limited partnership (“Master GP”), Cartica Investors II GP, LLC, a Delaware limited liability company (“Investors II GP”), Cartica Capital Partners GP, Ltd., a Cayman Islands exempted company (“Capital Partners GP”), Cartica Management, LLC, a Delaware limited liability company (“Management LLC”), Cartica Management, L.P., a Cayman Islands exempted limited partnership (“Management L.P.”), Steven J. Quamme, Teresa C. Barger and Farida Khambata (the foregoing entities and person(s) collectively, the “Reporting Persons”) pursuant to their agreement to the joint filing of this Schedule 13D, attached hereto as Exhibit 7.1 (the “Joint Filing Agreement”).

Investors I is the record owner of 3,910,928 Shares. The general partner of Investors I is Capital Partners GP. Capital Partners GP is wholly owned by Master GP. The general partner of Master GP is Master GP GenPar. The general partner of Master GP GenPar is Ultimate GP. Due to their relationship with Investors I, Capital Partners GP, Master GP, Master GP GenPar and Ultimate GP may be deemed to have shared voting and investment power with respect to the Shares owned by Investors I. As such, Capital Partners GP, Master GP, Master GP GenPar and Ultimate GP may be deemed to have shared beneficial ownership of the Shares of which Investors I is the owner. Capital Partners GP, Master GP, Master GP GenPar and Ultimate GP, however, disclaim beneficial ownership of such Shares.


CUSIP No. G38327105    13D    Page 16 of 23

 

Investors II is the record owner of 1,382,150 Shares. The general partner of Investors II is Investors II GP. Investors II GP is wholly owned by Master GP. The general partner of Master GP is Master GP GenPar. The general partner of Master GP GenPar is Ultimate GP. Due to their relationship with Investors II, Investors II GP, Master GP, Master GP GenPar and Ultimate GP may be deemed to have shared voting and investment power with respect to the Shares owned by Investors II. As such, Investors II GP, Master GP, Master GP GenPar and Ultimate GP may be deemed to have shared beneficial ownership of the Shares of which Investors II is the owner. Investors II GP, Master GP, Master GP GenPar and Ultimate GP, however, disclaim beneficial ownership of such Shares.

Capital Partners Master is the record owner of 2,731,159 Shares. The general partner of Capital Partners Master is Capital Partners GP. Capital Partners GP is wholly owned by Master GP. The general partner of Master GP is Master GP GenPar. The general partner of Master GP GenPar is Ultimate GP. Due to their relationship with Capital Partners Master, Capital Partners GP, Master GP, Master GP GenPar and Ultimate GP may be deemed to have shared voting and investment power with respect to the Shares owned by Capital Partners Master. As such, Capital Partners GP, Master GP, Master GP GenPar and Ultimate GP may be deemed to have shared beneficial ownership of the Shares of which Capital Partners Master is the owner. Capital Partners GP, Master GP, Master GP GenPar and Ultimate GP, however, disclaim beneficial ownership of such Shares.

Governance Fund is the record owner of 1,666,735 Shares. The general partner of Governance Fund is Master GP. The general partner of Master GP is Master GP GenPar. The general partner of Master GP GenPar is Ultimate GP. Due to their relationship with Governance Fund, Master GP, Master GP GenPar and Ultimate GP may be deemed to have shared voting and investment power with respect to the Shares owned by Governance Fund. As such, Master GP, Master GP GenPar and Ultimate GP may be deemed to have shared beneficial ownership of the Shares of which Governance Fund is the owner. Master GP, Master GP GenPar and Ultimate GP, however, disclaim beneficial ownership of such Shares.

Management LLC is party to a subadvisory agreement with Management L.P. Management L.P. is a party to investment advisory agreements with Investors I, Investors II, Capital Partners Master and Governance Fund. Due to their relationship with Investors I, Investors II, Capital Partners Master and Governance Fund, Management LLC and Management L.P. may be deemed to have shared voting and investment power with respect to the Shares owned by Investors I, Investors II, Capital Partners Master and Governance Fund. As such, Management LLC and Management L.P. may be deemed to have shared beneficial ownership over such Shares. Management LLC and Management L.P., however, disclaim beneficial ownership of such Shares.

Steven J. Quamme, Teresa C. Barger and Farida Khambata directly (whether through ownership interest or position) or indirectly through one or more intermediaries may be deemed to control Investors I, Investors II, Capital Partners Master, Governance Fund, Ultimate GP, Master GP GenPar, Master GP, Investors II GP, Capital Partners GP, Management LLC and Management L.P. Steven J. Quamme, Teresa C. Barger and Farida Khambata are members of Ultimate GP and may be deemed to have shared voting and investment power with respect to the Shares beneficially owned by Investors I, Investors II, Capital Partners Master, Governance Fund, Ultimate GP, Master GP GenPar, Master GP, Investors II GP, Capital Partners GP, Management LLC and Management L.P. As such, Steven J. Quamme, Teresa C. Barger and Farida Khambata may be deemed to have shared beneficial ownership over such Shares. Steven J. Quamme, Teresa C. Barger and Farida Khambata, however, disclaim beneficial ownership over such Shares.

 

(b) The business address of each of Investors II, Governance Fund, Ultimate GP, Master GP GenPar, Master GP, Investors II GP, Capital Partners GP, Management LLC, Management L.P., Steven J. Quamme, Teresa C. Barger and Farida Khambata is 1775 I Street NW, Suite 800, Washington, D.C. 20006. The business address of each of Investors I and Capital Partners Master is Intertrust Corporate Services (Cayman) Limited, 190 Elgin Ave., George Town, Grand Cayman KY1-9005, Cayman Islands.

 


CUSIP No. G38327105    13D    Page 17 of 23

 

(c) The principal business of Investors I is to pursue investments. The principal business of Investors II is to pursue investments. The principal business of Capital Partners Master is to pursue investments. The principal business of Governance Fund is to pursue investments. The principal business of Ultimate GP is to act as the general partner of Master GP GenPar. The principal business of Master GP GenPar is to act as general partner of Master GP. The principal business of Master GP is to act as general partner of Governance Fund and invest in Investors II GP and Capital Partners GP. The principal business of Investors II GP is to act as general partner of Investors II. The principal business of Capital Partners GP is to act as general partner of Investors I and Capital Partners Master. The principal business of Management LLC is to provide investment advice pursuant to its subadvisory agreement with Management L.P. The principal business of Management L.P. is to provide investment advice to Investors I, Investors II, Capital Partners Master and Governance Fund pursuant to its investment advisory agreements with those entities. Steven J. Quamme is a member of Ultimate GP and a director of Issuer. Teresa C. Barger is a member of Ultimate GP. Farida Khambata is a member of Ultimate GP.

 

(d) During the last five years, none of the Reporting Persons or any of the natural persons described in this Item 2 has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) During the last five years, none of the Reporting Persons or any of the natural persons described in this Item 2 has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, is or was 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.

 

(f) Investors II, Governance Fund, Ultimate GP, Master GP GenPar, Master GP, Investors II GP and Management LLC are organized under the laws of Delaware. Investors I, Capital Partners Master, Capital Partners GP and Management L.P. are organized under the laws of the Cayman Islands. Steven J. Quamme, and Teresa C. Barger are United States citizens. Farida Khambata is a Canadian citizen.

Item 3. Source and Amount of Funds or Other Consideration.

As of the date hereof, the Reporting Persons other than Steven J. Quamme and Farida Khambata are deemed to beneficially own an aggregate of 9,690,972 Shares, Steven J. Quamme is deemed to beneficially own an aggregate of 9,698,394 Shares and Farida Khambata is deemed to beneficially own an aggregate of 9,766,123 Shares, as detailed in Item 5.


CUSIP No. G38327105    13D    Page 18 of 23

 

Investors I is the record owner of 3,910,928 Shares, 2,100,959 of which were acquired prior to the Issuer’s initial public offering in the United States (“IPO”) in various open market transactions on the AIM market of the London Stock Exchange with Investors I’s contributed capital and 1,809,969 of which were acquired in connection with the Issuer’s IPO with Investors I’s contributed capital.

Investors II is the record owner of 1,382,150 Shares, all of which were acquired in connection with the Issuer’s IPO with Investors II’s contributed capital.

Capital Partners Master is the record owner of 2,731,159 Shares, 1,209,278 of which were acquired prior to the Issuer’s IPO in various open market transactions on the AIM market of the London Stock Exchange with Capital Partners Master’s contributed capital and 1,521,881 of which were acquired in connection with the Issuer’s IPO with Capital Partners Master’s contributed capital.

Governance Fund is the record owner of 1,666,735 Shares, all of which were acquired prior to the Issuer’s IPO through a private placement of 2,975,000 Shares in November 2009 or through various subsequent open market transactions on the AIM market of the London Stock Exchange with Governance Fund’s contributed capital.

Steven Quamme was granted 7,422 Shares by the Issuer for his service as a director of the Issuer prior to the Issuer’s IPO. Farida Khambata acquired 75,151 Shares prior to the Issuer’s IPO in various open market transactions on the AIM market of the London Stock Exchange with personal funds.

The aggregate purchase price of all Shares deemed to be owned by the Reporting Persons, excluding the Shares held personally by Steven J. Quamme and Farida Khambata, was $72,967,263. The deemed value of the Shares granted to Steven J. Quamme was $69,580. The purchase price of the Shares acquired personally by Farida Khambata was $487,496.

Item 4. Purpose of Transaction.

The Reporting Persons acquired the Shares for investment purposes. The Reporting Persons, including Steven J. Quamme, Teresa C. Barger and Farida Khambata, intend to participate directly and indirectly in the management of the Issuer through representation on the Issuer’s board of directors. For further information see Item 2 hereof.

Except as disclosed in this Item 4, the Reporting Persons do not have any current plans or proposals which relate to or would result in any of the events described in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D. However, the Reporting Persons will take such actions with respect to the Reporting Persons’ investments in the Issuer as deemed appropriate in light of existing circumstances from time to time and reserves the right to acquire or dispose of securities of the Issuer, or to formulate other purposes, plans or proposals in the future depending on market conditions and/or other factors.

Item 5. Interest in Securities of the Issuer.

(a) As of February 6, 2014: Investors I is the record owner of 3,910,928 Shares, representing approximately 6.818% of the outstanding Shares; Investors II is the record owner of 1,382,150 Shares, representing approximately 2.410% of the outstanding Shares; Capital Partners Master is the record owner of 2,731,159 Shares, representing approximately 4.761% of the outstanding Shares; Governance Fund is the record owner of 1,666,735 Shares, representing approximately 2.906% of the outstanding Shares; Steven J. Quamme is the record owner of 7,422 Shares, representing approximately 0.013% of the outstanding Shares and Farida Khambata is the record owner of 75,151 Shares, representing approximately 0.131% of the outstanding Shares.*


CUSIP No. G38327105    13D    Page 19 of 23

 

(b)

 

Reporting Persons

   Number of Shares
with Sole Voting
and Dispositive
Power
     Number of Shares
with Shared Voting
and Dispositive Power
     Aggregate Number
of Shares
Beneficially Owned
     Percentage of
Class
Beneficially
Owned*
 

Investors I

     0         9,690,972         9,690,972         16.895

Investors II

     0         9,690,972         9,690,972         16.895

Capital Partners Master

     0         9,690,972         9,690,972         16.895

Governance Fund

     0         9,690,972         9,690,972         16.895

Ultimate GP

     0         9,690,972         9,690,972         16.895

Master GP GenPar

     0         9,690,972         9,690,972         16.895

Master GP

     0         9,690,972         9,690,972         16.895

Investors II GP

     0         9,690,972         9,690,972         16.895

Capital Partners GP

     0         9,690,972         9,690,972         16.895

Management LLC

     0         9,690,972         9,690,972         16.895

Management L.P

     0         9,690,972         9,690,972         16.895

Steven J. Quamme

     7,422         9,690,972         9,698,394         16.907

Teresa C. Barger

     0         9,690,972         9,690,972         16.895

Farida Khambata

     75,151         9,690,972         9,766,123         17.026

 

* Based on 57,361,614 Shares outstanding as reported in the Prospectus Supplement filed by the Issuer pursuant to Rule 424(b)(1) with the Securities and Exchange Commission on February 10, 2014.

By virtue of the relationships among the Reporting Persons described herein, the Reporting Persons may be deemed to constitute a “group,” which “group” may be deemed to beneficially own an aggregate of 9,690,972 Shares, representing approximately 16.895% of the outstanding Shares. The percentages used herein are based on the 57,361,614 Shares outstanding as reported in the Prospectus Supplement filed by the Issuer pursuant to Rule 424(b)(1) with the Securities and Exchange Commission on February 10, 2014.

(c) Other than the shares reported herein, none of the Reporting Persons has effected any transactions involving the Shares in the 60 days prior to filing this Schedule 13D.

(d) Not applicable.

(e) Not applicable.


CUSIP No. G38327105    13D    Page 20 of 23

 

Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.

Lock-up Agreement. Steven J. Quamme and Cartica Management LLC, have entered into lock-up agreements with J.P. Morgan Securities LLC, pursuant to which each of these persons or entities, for a period of 180 days after the date of the IPO prospectus, may not (subject to certain standard exceptions), without the prior written consent of J.P. Morgan Securities LLC: (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the Securities and Exchange Commission or any other securities regulatory authority a registration statement or similar application under the Securities Act of 1933 or any other securities law relating to, any of Issuer’s common shares or any securities convertible into or exercisable or exchangeable for Issuer’s common shares (including without limitation, Issuer’s common shares or such other securities which may be deemed to be beneficially owned by such person in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge, disposition or filing; (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Issuer’s common shares or any such other securities, whether any such transaction described in clause (1) or (2) is to be settled by delivery of Issuer’s common shares or such other securities, in cash or otherwise; or (3) make any demand for or exercise any right with respect to the registration of Issuer’s common shares or any security convertible into or exercisable or exchangeable for Issuer’s common shares, as applicable.

Item 7. Material To Be Filed As Exhibits.

 

Exhibit

No.

  

Description

7.1    Joint Filing Agreement, dated February 18, 2014 (filed herewith).
7.2    Power of Attorney, dated February 18, 2014 (filed herewith).
7.3    Lock-Up Agreement, dated February 6, 2014 (filed herewith).


CUSIP No. G38327105    13D    Page 21 of 23

 

SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 18, 2014

 

CARTICA INVESTORS, L.P.
  By: Cartica Capital Partners GP, Ltd.,
              its general partner
By:   /s/ Steven J. Quamme
  Name: Steven J. Quamme
  Title: Director
CARTICA INVESTORS II, L.P.
  By: Cartica Investors II GP, LLC,
              its general partner
By:   /s/ Steven J. Quamme
  Name: Steven J. Quamme
  Title: Authorized Signatory
CARTICA CAPITAL PARTNERS MASTER, L.P.
  By: Cartica Capital Partners GP, Ltd.,
              its general partner
By:   /s/ Steven J. Quamme
  Name: Steven J. Quamme
  Title: Director
CARTICA CORPORATE GOVERNANCE FUND, L.P.
  By: CCP Master GP, L.P.,
              its general partner
  By: CCP Master GP GenPar, L.P.,
              its general partner
  By: CCP Ultimate GP, LLC,
              its general partner
By:   /s/ Steven J. Quamme
  Name: Steven J. Quamme
  Title: Member
CCP ULTIMATE GP, LLC
By:   /s/ Steven J. Quamme
  Name: Steven J. Quamme
  Title: Member


CUSIP No. G38327105    13D    Page 22 of 23

 

CCP MASTER GP GENPAR, L.P.
  By: CCP Ultimate GP, LLC,
              its general partner
By:    /s/ Steven J. Quamme
  Name: Steven J. Quamme
  Title: Member
CCP MASTER GP, L.P.
  By: CCP Master GP GenPar, L.P.,
              its general partner
  By: CCP Ultimate GP, LLC,
              its general partner
By:   /s/ Steven J. Quamme
  Name: Steven J. Quamme
  Title: Member
CARTICA INVESTORS II GP, LLC
By:   /s/ Steven J. Quamme
  Name: Steven J. Quamme
  Title: Authorized Signatory
CARTICA CAPITAL PARTNERS GP, LTD.
By:   /s/ Steven J. Quamme
  Name: Steven J. Quamme
  Title: Director
CARTICA MANAGEMENT, LLC
 

By: SJQ Cartica, LLC,

            its member

By:   /s/ Steven J. Quamme
  Name: Steven J. Quamme
  Title: Member
CARTICA MANAGEMENT, L.P.
 

By: Cartica Management GenPar, L.P.,

            its general partner

 

By: Cartica Management Ultimate GenPar, Ltd.,

            its general partner

By:   /s/ Steven J. Quamme
  Name: Steven J. Quamme
  Title: Director


CUSIP No. G38327105    13D    Page 23 of 23

 

STEVEN J. QUAMME
By:   /s/ Steven J. Quamme
  Steven J. Quamme
TERESA C. BARGER
By:   /s/ Steven J. Quamme
 

Steven J. Quamme, as attorney-in-fact for Teresa  C. Barger

FARIDA KHAMBATA
By:   /s/ Steven J. Quamme
 

Steven J. Quamme, as attorney-in-fact for Farida Khambata

EX-99.7.1 2 d680182dex9971.htm EX-99.7.1 EX-99.7.1

Exhibit 7.1

Joint Filing Agreement

This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D filed on or about this date and any further amendments thereto with respect to beneficial ownership by the undersigned of the Common shares, par value $0.001 per share of GeoPark Limited, a Bermuda company, is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.

The undersigned further agree that each party hereto is responsible for timely filing of such Statement on Schedule 13D and any further amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, provided that no party is responsible for the completeness and accuracy of the information concerning the other party, unless such party knows or has reason to believe that such information is inaccurate. The undersigned further agree that this Agreement shall be included as an Exhibit to such joint filing.

This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: February 18, 2014

 

CARTICA INVESTORS, L.P.
  By: Cartica Capital Partners GP, Ltd.,
              its general partner
By:  

/s/ Steven J. Quamme

  Name: Steven J. Quamme
  Title: Director
CARTICA INVESTORS II, L.P.
  By: Cartica Investors II GP, LLC,
              its general partner
By:  

/s/ Steven J. Quamme

  Name: Steven J. Quamme
  Title: Authorized Signatory


      Exhibit 7.1

 

CARTICA CAPITAL PARTNERS MASTER, L.P.
  By: Cartica Capital Partners GP, Ltd.,
              its general partner
By:  

/s/ Steven J. Quamme

  Name: Steven J. Quamme
  Title: Director
CARTICA CORPORATE GOVERNANCE FUND, L.P.
  By: CCP Master GP, L.P.,
              its general partner
  By: CCP Master GP GenPar, L.P.,
              its general partner
  By: CCP Ultimate GP, LLC,
              its general partner
By:  

/s/ Steven J. Quamme

  Name: Steven J. Quamme
  Title: Member
CCP ULTIMATE GP, LLC
By:  

/s/ Steven J. Quamme

  Name: Steven J. Quamme
  Title: Member
CCP MASTER GP GENPAR, L.P.
  By: CCP Ultimate GP, LLC,
              its general partner
By:  

/s/ Steven J. Quamme

  Name: Steven J. Quamme
  Title: Member
CCP MASTER GP, L.P.
  By: CCP Master GP GenPar, L.P.,
              its general partner
  By: CCP Ultimate GP, LLC,
              its general partner
By:  

/s/ Steven J. Quamme

  Name: Steven J. Quamme
  Title: Member
CARTICA INVESTORS II GP, LLC
By:  

/s/ Steven J. Quamme

  Name: Steven J. Quamme
  Title: Authorized Signatory
CARTICA CAPITAL PARTNERS GP, LTD.
By:  

/s/ Steven J. Quamme

  Name: Steven J. Quamme
  Title: Director


      Exhibit 7.1

 

CARTICA MANAGEMENT, LLC
  By: SJQ Cartica, LLC,
              its member
By:   /s/ Steven J. Quamme
  Name: Steven J. Quamme
  Title: Member
CARTICA MANAGEMENT, L.P.
  By: Cartica Management GenPar, L.P.,
              its general partner
  By: Cartica Management Ultimate GenPar, Ltd.,
              its general partner
By:   /s/ Steven J. Quamme
  Name: Steven J. Quamme
  Title: Director
STEVEN J. QUAMME
By:   /s/ Steven J. Quamme
  Steven J. Quamme
TERESA C. BARGER
By:   /s/ Steven J. Quamme
  Steven J. Quamme, as attorney-in-fact for Teresa C. Barger
FARIDA KHAMBATA
By:   /s/ Steven J. Quamme
  Steven J. Quamme, as attorney-in-fact for Farida Khambata
EX-99.7.2 3 d680182dex9972.htm EX-99.7.2 EX-99.7.2

Exhibit 7.2

POWER OF ATTORNEY

Know all by these presents, that each of the undersigned hereby constitutes and appoints Steve Quamme and Teresa Barger signing singly, as the undersigned’s true and lawful attorneys-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director or beneficial owner of Common Shares of GeoPark Limited (the “Issuer”), the Statement on Schedule 13D (or Schedule 13G, if applicable) in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Statement on Schedule 13D (or Schedule 13G, if applicable) and all amendment(s) thereto and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneys-in-fact may approve in such attorneys-in-fact’s discretion.

The undersigned hereby grant to such attorneys-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorneys-in-fact, or such attorneys-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Issuer assuming, any of the undersigned’s responsibilities to comply with Section 13(d) of the Act and the rules thereunder.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file a Statement on Schedule 13D or Schedule 13G with respect to the undersigned’s holdings of and transactions in securities issued by the Issuer, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

[Signatures to Follow]


      Exhibit 7.2

 

IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed as of this 18th day of February, 2014.

 

CARTICA INVESTORS, L.P.
  By: Cartica Capital Partners GP, Ltd.,
              its general partner
By:   /s/ Steven J. Quamme
  Name: Steven J. Quamme
  Title: Director
CARTICA INVESTORS II, L.P.
  By: Cartica Investors II GP, LLC,
              its general partner
By:   /s/ Steven J. Quamme
  Name: Steven J. Quamme
  Title: Authorized Signatory
CARTICA CAPITAL PARTNERS MASTER, L.P.
  By: Cartica Capital Partners GP, Ltd.,
              its general partner
By:   /s/ Steven J. Quamme
  Name: Steven J. Quamme
  Title: Director
CARTICA CORPORATE GOVERNANCE FUND, L.P.
  By: CCP Master GP, L.P.,
              its general partner
  By: CCP Master GP GenPar, L.P.,
              its general partner
  By: CCP Ultimate GP, LLC,
              its general partner
By:   /s/ Steven J. Quamme
  Name: Steven J. Quamme
  Title: Member
CCP ULTIMATE GP, LLC
By:   /s/ Steven J. Quamme
  Name: Steven J. Quamme
  Title: Member


      Exhibit 7.2

 

CCP MASTER GP GENPAR, L.P.
  By: CCP Ultimate GP, LLC,
              its general partner
By:   /s/ Steven J. Quamme
  Name: Steven J. Quamme
  Title: Member
CCP MASTER GP, L.P.
  By: CCP Master GP GenPar, L.P.,
              its general partner
  By: CCP Ultimate GP, LLC,
              its general partner
By:   /s/ Steven J. Quamme
  Name: Steven J. Quamme
  Title: Member
CARTICA INVESTORS II GP, LLC
By:   /s/ Steven J. Quamme
  Name: Steven J. Quamme
  Title: Authorized Signatory
CARTICA CAPITAL PARTNERS GP, LTD.
By:   /s/ Steven J. Quamme
  Name: Steven J. Quamme
  Title: Director
CARTICA MANAGEMENT, LLC
 

By: SJQ Cartica, LLC,

            its member

By:   /s/ Steven J. Quamme
  Name: Steven J. Quamme
  Title: Member
CARTICA MANAGEMENT, L.P.
  By: Cartica Management GenPar, L.P.,
              its general partner
  By: Cartica Management Ultimate GenPar, Ltd.,
              its general partner
By:   /s/ Steven J. Quamme
  Name: Steven J. Quamme
  Title: Director


      Exhibit 7.2

 

STEVEN J. QUAMME
By:   /s/ Steven J. Quamme
  Steven J. Quamme
TERESA C. BARGER
By:   /s/ Teresa C. Barger
  Teresa C. Barger
FARIDA KHAMBATA
By:   /s/ Farida Khambata
  for Farida Khambata
EX-99.7.3 4 d680182dex9973.htm EX-99.7.3 EX-99.7.3

Exhibit 7.3

LOCK-UP AGREEMENT

Date: February 6, 2014

J. P. MORGAN SECURITIES LLC

As representative of

the several Underwriters listed in

Schedule 1 to the Underwriting

Agreement referred to below

(the “Representative”)

 

c/o J. P. Morgan Securities LLC
  383 Madison Avenue
  New York, NY 10179

Re: GeoPark Limited —- Public Offering

Ladies and Gentlemen:

The undersigned understands that you, Banco BTG Pactual S.A.—Cayman Branch and Itau BBA USA Securities, Inc., as representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement (the “Underwriters”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with GeoPark Limited, an exempted company incorporated under the laws of Bermuda (the “Company”), providing for the public offering (the “Public Offering”) by the Underwriters, of common shares, par value $0.001 per share, of the Company (the “Common Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.

In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of J. P. Morgan Securities LLC, who shall provide prior notice of such consent to the other Underwriters and who shall notify the other Underwriters upon receipt of any request by the undersigned for a release or waiver of the following restrictions, the undersigned will not, during the period ending 180 days after the date of the prospectus relating to the Public Offering (the “Prospectus”), (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the SEC or any other securities regulatory authority a registration statement or similar application under the Securities Act or any other securities law relating to, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares (collectively with the Common Shares, the “Lock-Up Securities”) (including without limitation, Lock-Up Securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic


consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, in each case other than:

(A) transfers of Lock-Up Securities (i) as a bona fide gift or gifts, (ii) to any immediate family member (for purposes of this provision, “immediate family” shall mean any relationship by blood, marriage, civil union or adoption, not more remote than first cousin) or (iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned;

(B) as a distribution to direct or indirect affiliates, limited partners, members or shareholders of the undersigned or other business entity in each case that controls, is controlled by or is under common control of the undersigned;

(C) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Lock-Up Securities by the undersigned, provided that no sales of Lock-Up Securities shall be made pursuant to any such 10b5-1 plan prior to the expiration of the period ending 180 days after the date of the Prospectus and no public announcement or filing under the Exchange Act or any other applicable securities laws regarding the establishment of such plan will be required or voluntarily made by or on behalf of the undersigned or the Company during the 180 days after the date of the Prospectus;

(D) transfers of Lock-Up Securities expressly required pursuant to a court order or the order of any other authority having jurisdiction upon the undersigned;

(E) the disposition of Lock-Up Securities by the undersigned or the withholding of Lock-Up Securities by the Company in connection with the payment of taxes due by the undersigned with respect to the issuance or vesting of Lock-up Securities, insofar as such Lock-up Securities are issued, vested or outstanding as of the date hereof;

(F) purchases of Lock-Up Securities by the Company in connection with a termination of employment or resignation of a director, officer or employee; and

(G) transfers or dispositions of Common Shares acquired in open market transactions after completion of this offering;

provided that in the case of any transfer or distribution pursuant to clause (A) or (B), each donee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this letter; and provided, further, that in the case of any transfer or distribution pursuant to clause (A), (B), (E), (F) or (G), no public report or filing by any party (donor, donee, transferor or transferee) under the Exchange Act or any other U.S., state or foreign securities laws or regulations or other public announcement in any jurisdiction shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on Form 13F or a filing on Schedule 13D or Schedule 13D (or 13D-A or 13G-A) that is required by law to be made after the expiration of the 180-day period referred to above).

The restrictions set forth in this Letter Agreement shall not apply to tenders of Common Shares or other Company securities made in response to a bona fide third-party take-over bid made to all holders of Common Shares or other Company securities, as applicable, or any other acquisition transaction whereby all or substantially all of the Common Shares or other Company securities, as applicable, are to be acquired by such third party; provided that in the event that such third-party take-over or other acquisition transaction is not completed, the Common Shares and other securities of the Company owned by the undersigned shall remain subject to the restrictions contained in this Letter Agreement and that all


Common Shares or other securities of the Company owned by the undersigned that are subject to this Letter Agreement and that are not transferred shall remain subject to the restrictions contained in this Letter Agreement.

The undersigned further agrees that the provisions in this letter shall be equally applicable to any Common Shares that the undersigned may purchase in the Public Offering.

If the undersigned is an officer or director of the Company, (i) J.P. Morgan Securities LLC on behalf of the Underwriters, agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Common Shares, J.P. Morgan Securities LLC, on behalf of the Underwriters, will notify the Company and the other Underwriters of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by J.P. Morgan Securities LLC, on behalf of the Underwriters, hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer.

In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned.

The undersigned understands that, if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Shares to be sold thereunder, the undersigned shall be released from, all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement.

This Letter Agreement shall automatically terminate upon the earliest to occur, if any, of (a) the date the Company advises the Representative, in writing, prior to the execution of the Underwriting Agreement, that it has determined not to proceed with the offering, (b) the date of the termination of the Underwriting Agreement if prior to the closing of the Public Offering, or (c) February 28, 2014, if the Public Offering is not completed by such date.

This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.

[Remainder of page intentionally left blank]


Very truly yours,

 

Cartica Management, LLC

 

By:  

/s/ Steven J. Quamme

  Name: Steven J. Quamme
 

Title: Senior Managing Director

 

By:  

/s/ Steven J. Quamme

  Name: Steven J. Quamme