0000899243-17-014181.txt : 20170523 0000899243-17-014181.hdr.sgml : 20170523 20170523194203 ACCESSION NUMBER: 0000899243-17-014181 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170519 FILED AS OF DATE: 20170523 DATE AS OF CHANGE: 20170523 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: QEM V LLC CENTRAL INDEX KEY: 0001697117 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19514 FILM NUMBER: 17865202 BUSINESS ADDRESS: STREET 1: 1401 MCKINNEY STREET, SUITE 2700 CITY: HOUSTON STATE: TX ZIP: 77010 BUSINESS PHONE: 713-452-2020 MAIL ADDRESS: STREET 1: 1401 MCKINNEY STREET, SUITE 2700 CITY: HOUSTON STATE: TX ZIP: 77010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Q-VEX II, LP CENTRAL INDEX KEY: 0001698737 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19514 FILM NUMBER: 17865203 BUSINESS ADDRESS: STREET 1: 1401 MCKINNEY STREET, SUITE 2700 CITY: HOUSTON STATE: TX ZIP: 77010 BUSINESS PHONE: 713-452-2020 MAIL ADDRESS: STREET 1: 1401 MCKINNEY STREET, SUITE 2700 CITY: HOUSTON STATE: TX ZIP: 77010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vitruvian Exploration II, LLC CENTRAL INDEX KEY: 0001698924 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19514 FILM NUMBER: 17865204 BUSINESS ADDRESS: STREET 1: 4 WATERWAY SQUARE PLACE STREET 2: SUITE 400 CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: (832) 458-3100 MAIL ADDRESS: STREET 1: 4 WATERWAY SQUARE PLACE STREET 2: SUITE 400 CITY: THE WOODLANDS STATE: TX ZIP: 77380 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vitruvian Exploration II Holdings, LLC CENTRAL INDEX KEY: 0001698741 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19514 FILM NUMBER: 17865205 BUSINESS ADDRESS: STREET 1: 1401 MCKINNEY STREET, SUITE 2700 CITY: HOUSTON STATE: TX ZIP: 77010 BUSINESS PHONE: 713-452-2020 MAIL ADDRESS: STREET 1: 1401 MCKINNEY STREET, SUITE 2700 CITY: HOUSTON STATE: TX ZIP: 77010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vitruvian II Woodford, LLC CENTRAL INDEX KEY: 0001698634 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19514 FILM NUMBER: 17865207 BUSINESS ADDRESS: STREET 1: 4 WATERWAY SQUARE PLACE STREET 2: SUITE 400 CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: (832) 458-3100 MAIL ADDRESS: STREET 1: 4 WATERWAY SQUARE PLACE STREET 2: SUITE 400 CITY: THE WOODLANDS STATE: TX ZIP: 77380 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VANLOH S WIL JR CENTRAL INDEX KEY: 0001098463 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19514 FILM NUMBER: 17865206 MAIL ADDRESS: STREET 1: 1401 MCKINNEY STREET, SUITE 2700 CITY: HOUSTON STATE: TX ZIP: 77010 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-05-19 1 0000874499 GULFPORT ENERGY CORP GPOR 0001698634 Vitruvian II Woodford, LLC 4 WATERWAY SQUARE PLACE, SUITE 400 THE WOODLANDS TX 77380 0 0 1 0 0001098463 VANLOH S WIL JR 1401 MCKINNEY ST., SUITE 2700 HOUSTON TX 77010 0 0 1 0 0001698741 Vitruvian Exploration II Holdings, LLC 1401 MCKINNEY ST., SUITE 2700 HOUSTON TX 77010 0 0 1 0 0001698924 Vitruvian Exploration II, LLC 1401 MCKINNEY ST., SUITE 2700 HOUSTON TX 77010 0 0 1 0 0001698737 Q-VEX II, LP 1401 MCKINNEY ST., SUITE 2700 HOUSTON TX 7010 0 0 1 0 0001697117 QEM V LLC 1401 MCKINNEY ST., SUITE 2700 HOUSTON TX 77010 0 0 1 0 Common Stock 2017-05-19 4 J 0 4465380 D 18133872 D On May 19, 2017, pursuant to (i) the Agency and Redemption Agreement, dated as of May 18, 2017 (the "Agency Agreement"), by and among Vitruvian II Woodford, LLC, a Delaware limited liability company ( "Vitruvian"), and LG WF L.P., a Delaware limited partnership and a member of Vitruvian ("LG"), and (ii) the limited liability company agreement of Vitruvian, as amended (the "LLC Agreement"), 4,465,380 shares of common stock, par value $0.01 (the "Common Stock"), of Gulfport Energy Corporation, a Delaware corporation (the "Issuer"), were distributed to LG in redemption of certain of LG's capital interests in Vitruvian. In addition, as partial consideration for such redemption and pursuant to the Agency Agreement, LG became entitled to receive up to 1,252,865 shares of Common Stock held in a separate escrow account pursuant to the terms and conditions of the Purchase and Sale Agreement by and among the Issuer, Vitruvian and a subsidiary of the Issuer (the "Purchase Agreement"), (Continued from Footnote 1) as such shares of Common Stock are released from the escrow account pursuant to the Purchase Agreement. Following these transactions, Vitruvian may be deemed to be the beneficial owner of 18,133,872 shares of Common Stock (the "Vitruvian Shares"). Vitruvian is managed by its board of directors (the "Board"). QEM V, LLC ("QEM") is the sole general partner of Q-VEX II, LP ("Q-VEX"), which has the right to appoint a majority of the board of directors of Vitruvian Exploration II, LLC ("VEX"), which has the right to appoint a majority of the board of directors of Vitruvian Exploration II Holdings, LLC ("VEX Holdings"), which holds a majority of the capital interests of Vitruvian and has the right to appoint a majority of the Board (such directors, the "VEX Holdings Directors"). Certain actions of Vitruvian, including certain dispositions, require the approval of the VEX Holdings Directors. QEM, Q-VEX, VEX and VEX Holdings each disclaim beneficial ownership of the Vitruvian Shares in excess of their respective pecuniary interest in the securities. Any decision taken by QEM to vote, or to direct to vote, and to dispose, or to direct the disposition of, the Vitruvian Shares has to be approved by a majority of the members of the investment committee of QEM, which majority must include S. Wil VanLoh, Jr. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the Vitruvian Shares and may also be deemed to be the beneficial owner of such securities. Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest in the securities. /s/ Brian L. Rickmers, Chief Financial Officer of Vitruvian II Woodford, LLC 2017-05-23 /s/ S. Wil VanLoh, Jr. 2017-05-23 /s/ Brian L. Rickmers, Chief Financial Officer of Vitruvian Exploration II Holdings, LLC 2017-05-23 /s/ Brian L. Rickmers, Chief Financial Officer of Vitruvian Exploration II, LLC 2017-05-23 /s/ James V. Baird, Authorized Person of Q-VEX II, LP 2017-05-23 /s/ James V. Baird, Authorized Person of QEM V, LLC 2017-05-23