0000950134-05-004332.txt : 20120626 0000950134-05-004332.hdr.sgml : 20120626 20050307195514 ACCESSION NUMBER: 0000950134-05-004332 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050308 DATE AS OF CHANGE: 20050307 GROUP MEMBERS: JOHN S CLARK II GROUP MEMBERS: ROBERT W BUTTS GROUP MEMBERS: SOUTHPOINT CAPITAL ADVISORS LLC GROUP MEMBERS: SOUTHPOINT GP LLC GROUP MEMBERS: SOUTHPOINT GP LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GULFPORT ENERGY CORP CENTRAL INDEX KEY: 0000874499 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 731521290 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-51297 FILM NUMBER: 05665276 BUSINESS ADDRESS: STREET 1: 14313 NORTH MAY AVENUE STREET 2: SUITE 100 CITY: OKLAHOMA CITY STATE: OK ZIP: 73134 BUSINESS PHONE: 4058488807 MAIL ADDRESS: STREET 1: 14313 NORTH MAY AVENUE STREET 2: SUITE 100 CITY: OKLAHOMA CITY STATE: OK ZIP: 73134 FORMER COMPANY: FORMER CONFORMED NAME: WRT ENERGY CORP DATE OF NAME CHANGE: 19930328 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN RESOURCE TECHNOLOGIES INC DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Southpoint Capital Advisors LP CENTRAL INDEX KEY: 0001319998 IRS NUMBER: 200975910 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 237 PARK AVENUE STREET 2: SUITE 900 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212.692.6350 MAIL ADDRESS: STREET 1: 237 PARK AVENUE STREET 2: SUITE 900 CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G 1 d23174sc13g.htm SCHEDULE 13G sc13g
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

GULFPORT ENERGY CORPORATION

(Name of Issuer)

Shares of Common Stock, par value $0.01 per share

(Title of Class of Securities)

402635304

(CUSIP Number)

February 25, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

        o Rule 13d-1 (b)

        þ Rule 13d-1 (c)

        o Rule 13d-1 (d)

*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 the disclosures provided in a prior cover page.

The information required in 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 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).

1 of 11

 

             
13G
CUSIP No. 402635304 Page 2 of 11
  1. Name of Reporting Person:
Southpoint Capital Advisors LP		 I.R.S. Identification Nos. of above persons (entities only):
20-0975910
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
2,000,000**
6. Shared Voting Power:
0
7. Sole Dispositive Power:
2,000,000**
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
2,000,000**
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:*
o
  11.Percent of Class Represented by Amount in Row (9):
6.35%**
  12.Type of Reporting Person:*
PN

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.

2 of 11

 

             
13G
CUSIP No. 402635304 Page 3 of 11
  1. Name of Reporting Person:
Southpoint GP, LP		 I.R.S. Identification Nos. of above persons (entities only):
20-1095514
  2. Check the Appropriate Box if a Member of a Group:*
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
2,000,000**
6. Shared Voting Power:
0
7. Sole Dispositive Power:
2,000,000**
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
2,000,000**
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:*
o
  11.Percent of Class Represented by Amount in Row (9):
6.35%**
  12.Type of Reporting Person:*
PN

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.

3 of 11

 

             
13G
CUSIP No. 402635304 Page 4 of 11
  1. Name of Reporting Person:
Southpoint Capital Advisors LLC		 I.R.S. Identification Nos. of above persons (entities only):
20-0975900
  2. Check the Appropriate Box if a Member of a Group:*
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
2,000,000**
6. Shared Voting Power:
0
7. Sole Dispositive Power:
2,000,000**
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
2,000,000**
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:*
o
  11.Percent of Class Represented by Amount in Row (9):
6.35%**
  12.Type of Reporting Person:*
OO

* SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4.

4 of 11

 

             
13G
CUSIP No. 402635304 Page 5 of 11
  1. Name of Reporting Person:
Southpoint GP, LLC		 I.R.S. Identification Nos. of above persons (entities only):
20-1064783
  2. Check the Appropriate Box if a Member of a Group:*
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
2,000,000**
6. Shared Voting Power:
0
7. Sole Dispositive Power:
2,000,000**
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
2,000,000**
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:*
o
  11.Percent of Class Represented by Amount in Row (9):
6.35%**
  12.Type of Reporting Person:*
OO

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.

5 of 11

 

             
13G
CUSIP No. 402635304 Page 6 of 11
  1. Name of Reporting Person:
Robert W. Butts		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:*
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
2,000,000**
6. Shared Voting Power:
0
7. Sole Dispositive Power:
2,000,000**
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
2,000,000**
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:*
o
  11.Percent of Class Represented by Amount in Row (9):
6.35%**
  12.Type of Reporting Person:*
IN

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.

6 of 11

 

             
13G
CUSIP No. 402635304 Page 7 of 11
  1. Name of Reporting Person:
John S. Clark II		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:*
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
2,000,000**
6. Shared Voting Power:
0
7. Sole Dispositive Power:
2,000,000**
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
2,000,000**
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:*
o
  11.Percent of Class Represented by Amount in Row (9):
6.35%**
  12.Type of Reporting Person:*
IN

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.

7 of 11

 

SCHEDULE 13G

     This Schedule 13G (the “Schedule 13G”) is being filed on behalf of Southpoint Capital Advisors LLC, a Delaware limited liability company (“Southpoint CA LLC”), Southpoint GP, LLC, a Delaware limited liability company (“Southpoint GP LLC”), Southpoint Capital Advisors LP, a Delaware limited partnership (“Southpoint Advisors”), Southpoint GP, LP (“Southpoint GP”), Robert W. Butts and John S. Clark II. Southpoint CA LLC is the general partner of Southpoint Advisors. Southpoint GP LLC is the general partner of Southpoint GP. Southpoint GP is the general partner of Southpoint Fund LP, a Delaware limited partnership (the “Fund”), Southpoint Qualified Fund LP, a Delaware limited partnership (the “Qualified Fund”), and Southpoint Offshore Operating Fund, LP, a Cayman Islands exempted limited partnership (the “Offshore Operating Fund”). Southpoint Offshore Fund, Ltd., a Cayman Island exempted company (the “Offshore Fund”), is also a general partner of the Offshore Operating Fund. This Schedule 13G relates to shares of Common Stock of Gulfport Energy Corporation, a Delaware corporation (the “Issuer”), purchased by the Fund, the Qualified Fund and the Offshore Operating Fund.

     
Item 1(a)  
Name of Issuer.
   
 
   
Gulfport Energy Corporation
   
 
Item 1(b)  
Address of Issuer’s Principal Executive Offices.
   
 
   
14313 North May Avenue, Suite 100
   
Oklahoma City, OK 73134
   
 
Item 2(a)  
Name of Person Filing.
   
 
   
(1) Southpoint Capital Advisors, LP
   
(2) Southpoint GP, LP
   
(3) Southpoint Capital Advisors, LLC
   
(4) Southpoint GP, LLC
   
(5) Robert W. Butts
   
(6) John S. Clark II
   
 
Item 2(b)  
Address of Principal Business Office, or, if none, Residence.
   
 

  (1)   For all Filers:
237 Park Avenue, Suite 900
New York, NY 10017
(212) 692-6350

8 of 11

 

     
Item 2(c)  
Citizenship or Place of Organization.
   
 
   
(1) Southpoint Capital Advisors LP is a Delaware limited partnership.
   
(2) Southpoint Capital GP, LP is a Delaware limited partnership.
   
(3) Southpoint Capital Advisors LLC is a Delaware limited liability company.
   
(4) Southpoint Capital GP, LLC is a Delaware limited liability company.
   
(5) Robert W. Butts is a U.S. citizen.
   
(6) John S. Clark II is a U.S. citizen.
   
 
Item 2(d)  
Title of Class of Securities.
   
 
   
Common Stock, par value $0.01 per share (the “Common Stock”).
   
 
Item 2(e)  
CUSIP Number.
   
 
   
402635304
   
 
Item 3  
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
   
Not Applicable.
   
 
Item 4  
Ownership.
   
 

  (a)   Southpoint CA LLC, Southpoint GP LLC, Southpoint GP, Southpoint Advisors, Robert W. Butts and John S. Clark II may be deemed the beneficial owners of 2,000,000 shares of Common Stock.
 
  (b)   Southpoint CA LLC, Southpoint GP LLC, Southpoint GP, Southpoint Advisors, Robert W. Butts and John S. Clark II may be deemed the beneficial owners of 6.35% of the outstanding shares of Common Stock. This percentage was determined by dividing 2,000,000 by 31,483,253, which is the number of shares of Common Stock outstanding as of February 25, 2005, according to information provided by the Issuer.
 
  (c)   Southpoint CA LLC, Southpoint GP LLC, Southpoint GP, Southpoint Advisors, Robert W. Butts and John S. Clark II have the sole power to vote and dispose of the 2,000,000 shares of Common Stock beneficially owned.

     
Item 5  
Ownership of Five Percent or Less of a Class.
   
 
   
Not Applicable.

9 of 11

 

     
Item 6  
Ownership of More Than Five Percent on Behalf of Another Person.
   
 
   
All securities reported in this schedule are owned by clients of the Investment Manager. To the knowledge of the Investment Manager, no one client owns more than 5% of the Common Stock.
   
 
Item 7  
Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
   
 
   
Not Applicable.
   
 
Item 8  
Identification and Classification of Members of the Group.
   
 
   
Not Applicable.
   
 
Item 9  
Notice of Dissolution of Group.
   
 
   
Not Applicable.
   
 
Item 10  
Certification.
   
 
   
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
   
 
Exhibits  
Exhibit 1
   
 
   
Joint Filing Agreement dated March 7, 2005, between Southpoint CA LLC, Southpoint GP LLC, Southpoint GP, Southpoint Advisors, Robert W. Butts and John S. Clark II.

10 of 11

 

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.

Date: March 7, 2005
         
  SOUTHPOINT CAPITAL ADVISORS, LP
 		  
  By:   Southpoint Capital Advisors LLC    
    its general partner   
       
 
         
     
  By:   /s/ Robert W. Butts    
    Name:   Robert W. Butts   
    Title:   Manager   
 
         
  SOUTHPOINT GP, LP
 		  
  By:   Southpoint GP, LLC    
    its general partner   
       
 
         
     
  By:   /s/ Robert W. Butts    
    Name:   Robert W. Butts   
    Title:   Manager   
 
         
  SOUTHPOINT CAPITAL ADVISORS, LLC
 		  
  By:   /s/ Robert W. Butts    
    Name:   Robert W. Butts   
    Title:   Manager   
 
 
SOUTHPOINT GP, LLC
 		  
  By:   /s/ Robert W. Butts    
    Name:   Robert W. Butts   
    Title:   Manager   
 
     
  /s/ Robert W. Butts    
  Robert W. Butts   
     
 
     
  /s/ John S. Clark II    
  John S. Clark II   
     
 

11 of 11

EX-99.1 2 d23174exv99w1.htm JOINT FILING AGREEMENT exv99w1
 

EXHIBIT 1

JOINT FILING AGREEMENT

     In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Gulfport Energy Corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

     The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

     This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

[Signature Page Follows]

 

 

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of March 7, 2005.
         
  SOUTHPOINT CAPITAL ADVISORS, LP
 		  
  By:   Southpoint Capital Advisors LLC    
    its general partner   
       
 
         
     
  By:   /s/ Robert W. Butts    
    Name:   Robert W. Butts   
    Title:   Manager   
 
         
  SOUTHPOINT GP, LP
 		  
  By:   Southpoint GP, LLC    
    its general partner   
       
 
         
     
  By:   /s/ Robert W. Butts    
    Name:   Robert W. Butts   
    Title:   Manager   
 
         
  SOUTHPOINT CAPITAL ADVISORS, LLC
 		  
  By:   /s/ Robert W. Butts    
    Name:   Robert W. Butts   
    Title:   Manager   
 
  SOUTHPOINT GP, LLC
 		  
  By:   /s/ Robert W. Butts    
    Name:   Robert W. Butts   
    Title:   Manager   
 
     
  /s/ Robert W. Butts    
  Robert W. Butts   
     
 
     
  /s/ John S. Clark II    
  John S. Clark II