Statement of Changes in Beneficial Ownership (4)
FORM 4 ☐ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
| UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
| OMB APPROVAL
OMB Number: 3235-0287
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| Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
| 1. Name and Address of Reporting Person * Silver Point Capital L.P. | 2. Issuer Name and Ticker or Trading Symbol GULFPORT ENERGY CORP [ GPOR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director__X__ 10% Owner
_____ Officer (give title below)_____ Other (specify below)
|
| (Last) (First) (Middle) TWO GREENWICH PLAZA, SUITE 1 | 3. Date of Earliest Transaction (MM/DD/YYYY) 6/26/2023 |
| (Street) GREENWICH,CT06830 | 4. If Amendment, Date Original Filed (MM/DD/YYYY) | 6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person |
| (City)(State)(Zip) | Rule 10b5-1(c) Transaction Indication
☐Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended tosatisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1.Title of Security
(Instr. 3) | 2. Trans. Date | 2A. Deemed Execution Date, if any | 3. Trans. 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 | 6/26/2023 | | S | | 1436814 | D | $95.00 | 7167766(1) | D(2)(3) | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) |
1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Explanation of Responses: |
| (1) | Excludes up to 24,412 shares of the Issuer's common stock that may be distributed to the Reporting Persons as holders of claims relating to certain notes of the Issuer, which shares have been held in reserve and are contingent upon the resolution of certain legal proceedings. |
| (2) | Silver Point Capital, L.P. ("Silver Point") or its wholly owned subsidiaries are the investment managers of Silver Point Capital Fund, L.P., Silver Point Capital Offshore Master Fund, L.P., Silver Point Distressed Opportunities Fund, L.P., Silver Point Distressed Opportunities Offshore Master Fund, L.P., Silver Point Distressed Opportunity Institutional Partners, L.P. and Silver Point Distressed Opportunity Institutional Partners Master Fund (Offshore), L.P. (the "Funds") and, by reason of such status, may be deemed to be the beneficial owner of all of the reported securities held by the Funds. Silver Point Capital Management, LLC ("Management") is the general partner of Silver Point and as a result may be deemed to be the beneficial owner of all securities held by the Funds. |
| (3) | Messrs. Edward A. Mule and Robert J. O'Shea are each members of Management and as a result may be deemed to be the beneficial owner of all of the securities held by the Funds. Silver Point, Management and Messrs. Mule and O'Shea disclaim beneficial ownership of the reported securities held by Funds except to the extent of their pecuniary interests. |
Reporting Owners
|
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Silver Point Capital L.P.
TWO GREENWICH PLAZA, SUITE 1
GREENWICH,CT06830 | X | X |
|
|
MULE EDWARD A
TWO GREENWICH PLAZA, SUITE 1
GREENWICH,CT06830 |
| X |
|
|
O'Shea Robert J
TWO GREENWICH PLAZA, SUITE 1
GREENWICH,CT06830 |
| X |
|
|
Signatures
|
| /s/ James Kasmarcik, Authorized Signatory on behalf of Silver Point Capital, L.P. | | 6/28/2023 |
| **Signature of Reporting Person | Date |
| /s/ Edward A Mule | | 6/28/2023 |
| **Signature of Reporting Person | Date |
| /s/ Robert J. O'Shea | | 6/28/2023 |
| **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 control number. |
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FAQs
What Is SEC Form 4: Statement of Changes in Beneficial Ownership? SEC Form 4: Statement of Changes in Beneficial Ownership is a document that must be filed with the Securities and Exchange Commission (SEC) whenever there is a material change in the holdings of company insiders.
Who is required to file SEC Form 4? ›
The federal securities laws require certain individuals (such as officers, directors, and those that hold more than 10% of any class of a company's securities, together we'll call, “insiders”) to report purchases, sales, and holdings of their company's securities by filing Forms 3, 4, and 5.
How do I amend a Form 4? ›
(a) If this Form is filed as an amendment in order to add one or more lines of transaction information to Table I or Table II of the Form being amended, provide each line being added, together with one or more footnotes, as necessary, to explain the addition of the line or lines.
How to understand Form 4? ›
Most of the information on Form 4 is self-explanatory. The form includes spaces for the reporting person's name and address, the company name and ticker, the date of the transaction, and the relationship of the reporting person to the company. The most important part of Form 4 involves specific transaction information.
What is considered a change in Beneficial Ownership? ›
Change of Beneficial Ownership means, with respect to any Representative-ship that is operated as a Business Entity, the sale, transfer or acquisition of any ownership interest in the Business Entity by any person or entity or group of persons or entities who are not listed on the original Business Entity Registration ...
What triggers a Form 4 filing? ›
Form 4 must be filed with the Securities and Exchange Commission whenever there is a material change in the holdings of company insiders. If a party fails to disclose required information on a Form 4, civil or criminal actions could result.
What is SEC Form S 4 used for? ›
SEC Form S-4 is filed by a publicly traded company with the Securities and Exchange Commission (SEC). SEC Form S-4 is required to register any material information related to a merger or an acquisition. The form is also filed by companies undergoing an exchange offer, where securities are offered in place of cash.
What is the purpose of Form 4? ›
A Form 4 must be filed before the end of the second business day following a change in ownership of securities or derivative securities (including the exercise or grant of stock options) for individuals subject to Section 16 of the Securities Exchange Act of 1934.
How does a Form 4 work? ›
The ATF says a Form 4 is “Typically submitted for a transfer to an individual or legal entity such as a trust.” When you use the ATF Form 4, it is because you have purchased an NFA item from a dealer or individual, and are applying for the tax stamp and notifying the ATF of the purchase and transfer.
What SEC filing shows stock ownership? ›
Schedule 13D
The document is also called the Beneficial Ownership Report. The filing reveals the names of the large shareholders in a company and the purpose(s) of the purchase of shares. Based on this information, investors can make informed investing and voting decisions.
SEC Form 4: Statement of Changes in Beneficial Ownership is a document that must be filed with the Securities and Exchange Commission (SEC) whenever there is a material change in the holdings of company insiders.
What is the new rule for beneficial ownership? ›
New rules under the Corporate Transparency Act (CTA) now require many corporations, limited liability companies and other entities to report beneficial ownership and other information to the Financial Crimes Enforcement Network (FinCEN).
What is an example of beneficial ownership? ›
A beneficial owner is someone who owns at least part of a property or other asset, even if its legal title is owned by someone else. That person can also vote on or otherwise influence decisions regarding transactions involving that asset or property. An example is a corporate shareholder.
Who is required to file with the SEC? ›
Public companies are required to file reports with the SEC, providing a transparent view of their financial condition, business operations, management's discussion and analysis of their financial performance for the specific time period.
What is an F 4 SEC filing? ›
Form F-4 is a Securities Act form used by foreign private issuers (“FPIs”) to register securities in connection with business combination transactions and exchange offers. See General Instruction A of Form F-4 for additional details regarding the types of transactions which may be registered using Form F-4.
Who is required to file FS to SEC? ›
Under the Securities and Exchange Commission (SEC) and by the Revised SRC Rule 68, the following are the companies that are required to submit an AFS to the SEC: Stock corporations with total assets or liabilities of P600,000 or more. Non-stock corporations with total assets or total liabilities of P600,000 or more.
What does SEC Form 4 transaction code A mean? ›
Rule 16b-3 transaction codes
A – Grant, award, or other acquisition. D – Sale (or disposition) back to the issuer of the securities. F – Payment of exercise price or tax liability by delivering or withholding securities.
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