UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)
Under the Securities Exchange Act of 1934
| Gulfport energy corpORATION |
|
(Name of Issuer)
Common Stock, $0.01 par value |
|
(Title of Class of Securities)
402635304 |
|
(CUSIP Number)
Shah Capital Management, Inc. 8601 Six Forks Road, Suite 630 Raleigh, NC 27615 (919) 719-6360 |
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
| October 9, 2020 |
(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), 240-13d.1(f) or 240.13d-1(g), check the following box: [ ]
Note. Schedules 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 the 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).
(Continued on following pages)
| CUSIP NO. 402635304 | 13D | Page 2 of 6 Pages | ||
| 1 | NAMES OF REPORTING PERSONS
Shah Capital Management, Inc. |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ] (b) [ ] |
| 3 | SEC USE ONLY
|
|
| 4 | SOURCE OF FUNDS
OO (Other) |
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [ ] | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of North Carolina, United States of America |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
N/A |
| 8 | SHARED VOTING POWER
12,135,743 shares | |
| 9 | SOLE DISPOSITIVE POWER
N/A | |
| 10 |
SHARED DISPOSITIVE POWER
12,135,743 shares |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,135,743 shares |
|
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
|
[ ] |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.58% of the outstanding shares |
|
| 12 | TYPE OF REPORTING PERSON
IA (Investment Adviser) |
| CUSIP NO. 402635304 | 13D | Page 3 of 6 Pages | ||
| 1 | NAMES OF REPORTING PERSONS
Shah Capital Opportunity Fund LP |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ] (b) [ ] |
| 3 | SEC USE ONLY
|
|
| 4 | SOURCE OF FUNDS
OO (Other) |
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [ ] | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware, United States of America |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
N/A |
| 8 | SHARED VOTING POWER
10,716,621 shares | |
| 9 | SOLE DISPOSITIVE POWER
N/A | |
| 10 |
SHARED DISPOSITIVE POWER
10,716,621 shares |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,716,621 shares |
|
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES |
[ ] |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.69% of the outstanding shares |
|
| 12 | TYPE OF REPORTING PERSON
PN (Partnership) |
| CUSIP NO. 402635304 | 13D | Page 4 of 6 Pages | ||
| 1 | NAMES OF REPORTING PERSONS
Himanshu H. Shah |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ] (b) [ ] |
| 3 | SEC USE ONLY
|
|
| 4 | SOURCE OF FUNDS
OO (Other); PF (Personal Funds) |
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
130,592 shares |
| 8 | SHARED VOTING POWER
12,135,743 shares | |
| 9 | SOLE DISPOSITIVE POWER
130,592 shares | |
| 10 |
SHARED DISPOSITIVE POWER
12,135,743 shares |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,266,335 shares |
|
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
|
[ ] |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.66% of the outstanding shares |
|
| 12 | TYPE OF REPORTING PERSON
IN (Individual) |
Amendment No. 1 to Schedule 13D
Reference is hereby made to the Schedule 13D filed with the Securities and Exchange Commission (“SEC”) on October 6, 2020 (the “Schedule 13D”), filed by the Reporting Persons with respect to the Common Stock, $0.01 par value (“Common Stock”), issued by Gulfport Energy Corporation (the “Issuer”).
The following items of the Schedule 13D are hereby amended to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meaning ascribed to such terms in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 (a) and (b) of the Schedule 13D is hereby amended by replacing it in its entirety with the following:
|
Shah Capital Management, Inc. |
Shah Capital Opportunity Fund LP |
Himanshu H. Shah | |||
| (a) | Amount Beneficially Owned: | 12,135,743 | 10,716,621 | 12,266,335 | |
| (b) | Percent of Class: | 7.58% | 6.69% | 7.66% | |
| (c) | Number of Shares to Which Reporting Person Has: |
||||
| (i) | Sole Voting Power: | N/A | N/A | 130,592 | |
| (ii) | Shared Voting Power: | 12,135,743 | 10,716,621 | 12,135,743 | |
| (iii) | Sole Dispositive Power: | N/A | N/A | 130,592 | |
| (iv) | Shared Dispositive Power: | 12,135,743 | 10,716,621 | 12,135,743 | |
The percentage in this paragraph relating to beneficial ownership of shares of $0.01 par value based on 160,115,829 shares outstanding as of July 31, 2020, as reported in the Issuer’s Quarterly Report filed on August 7, 2020.
Shah Capital, as the investment adviser to Shah Opportunity, may be deemed to have the power to direct the voting and disposition of the shares beneficially owned by Shah Opportunity, and may be deemed to be the indirect beneficial owner of such shares. Shah Capital disclaims beneficial ownership of such shares for all other purposes.
Mr. Shah, as the President and Chief Investment Officer of Shah Capital, may be deemed to have the power to direct the voting and disposition of the shares beneficially owned by Shah Opportunity and Shah Capital, and may be deemed to be the indirect beneficial owner of such shares. Mr. Shah disclaims beneficial ownership of such shares for all other purposes.
To the knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 is the beneficial owner of any shares.
Item 5(c) of the Schedule 13D is hereby amended by replacing it in its entirety with the following:
(c) Except as disclosed in Exhibit 2, none of the Reporting Persons have effected any transactions in the shares of Common Stock in the 60 days prior to the date of this Statement.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Statement is hereby amended to replace the following exhibits:
| Exhibit Number | Description |
| 2 | Reporting Person Transactions of Common Stock During the Past 60 days |
Signature
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.
| Date: | October 13, 2020 | ||
| SHAH CAPITAL MANAGEMENT, INC. | |||
| By: | /s/ Himanshu H. Shah | ||
| Name: | Himanshu H. Shah | ||
| Title: | President and Chief Investment Officer | ||
| Date: | October 13, 2020 | ||
| SHAH CAPITAL OPPORTUNITY FUND LP | |||
| By: | /s/ Himanshu H. Shah | ||
| Name: | Himanshu H. Shah | ||
| Title: | Managing Member | ||
| Date: | October 13, 2020 | ||
| /s/ Himanshu H. Shah | |||
| Himanshu H. Shah | |||
EXHIBIT 2
REPORTING PERSON TRANSACTIONS OF
COMMON STOCK DURING THE PAST 60 DAYS
| Reporting Person Effecting Transaction | Date | Type of Transaction | Number of Shares | Price Per Share | How Transaction Effected |
| Shah Opportunity | 8/5/2020 | Buy | 1,500 | 1.05 | Open Market |
| Shah Opportunity | 8/11/2020 | Buy | 298,500 | 0.91 | Open Market |
| Shah Opportunity | 8/25/2020 | Buy | 100,000 | 0.58 | Open Market |
| Shah Opportunity | 9/25/2020 | Buy | 500,000 | 0.60 | Open Market |
| Shah Opportunity | 9/29/2020 | Buy | 37,611 | 0.50 | Open Market |
| Shah Opportunity | 10/9/2020 | Sell | 1,220,990 | 0.75 | Open Market |
