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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
Shares of Common Stock, par value $0.01 per share
402635304
February 25, 2005
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 persons 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).
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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.
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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.
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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.
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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.
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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.
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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.
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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 |
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Item 1(b) | Address of Issuers Principal Executive Offices. |
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14313 North May Avenue, Suite 100 |
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Oklahoma City, OK 73134 |
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Item 2(a) | Name of Person Filing. |
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(1) Southpoint Capital Advisors, LP |
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(2) Southpoint GP, LP |
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(3) Southpoint Capital Advisors, LLC |
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(4) Southpoint GP, LLC |
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(5) Robert W. Butts |
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(6) John S. Clark II |
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Item 2(b) | Address of Principal Business Office, or, if none, Residence. |
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(1) | For all Filers: 237 Park Avenue, Suite 900 New York, NY 10017 (212) 692-6350 |
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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. |
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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. |
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Item 6 | Ownership of More Than Five Percent on Behalf of Another Person. |
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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. |
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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. |
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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 | ||||
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