Sec Form 3 Filing - VANLOH S WIL JR @ GULFPORT ENERGY CORP - 2017-02-17

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
VANLOH S WIL JR
2. Issuer Name and Ticker or Trading Symbol
GULFPORT ENERGY CORP [ GPOR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1401 MCKINNEY ST., SUITE 2700
3. Date of Earliest Transaction (MM/DD/YY)
02/17/2017
(Street)
HOUSTON, TX77010
4. If Amendment, Date Original Filed (MM/DD/YY)
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)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 23,852,117 ( 1 ) I See footnotes ( 1 ) ( 2 ) ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
VANLOH S WIL JR
1401 MCKINNEY ST., SUITE 2700
HOUSTON, TX77010
X
Vitruvian Exploration II Holdings, LLC
1401 MCKINNEY ST., SUITE 2700
HOUSTON, TX77010
X
Vitruvian Exploration II, LLC
1401 MCKINNEY ST., SUITE 2700
HOUSTON, TX77010
X
Q-VEX II, LP
1401 MCKINNEY ST., SUITE 2700
HOUSTON, TX7010
X
QEM V LLC
1401 MCKINNEY ST., SUITE 2700
HOUSTON, TX77010
X
Signatures
/s/ S. Wil VanLoh, Jr. 02/27/2017
Signature of Reporting Person Date
/s/ Brian L. Rickmers, Chief Financial Officer of Vitruvian Exploration II Holdings, LLC 02/27/2017
Signature of Reporting Person Date
/s/ Brian L. Rickmers, Chief Financial Officer of Vitruvian Exploration II, LLC 02/27/2017
Signature of Reporting Person Date
/s/ James V. Baird, Authorized Person of Q-VEX II, LP 02/27/2017
Signature of Reporting Person Date
/s/ James V. Baird, Authorized Person of QEM V, LLC 02/27/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Vitruvian II Woodford, LLC, a Delaware limited liability company ("Vitruvian"), is the record holder of 18,626,128 shares of common stock, par value $0.01 per share ("Common Stock") of Gulfport Energy Corporation (the "Issuer"). Vitruvian may also be deemed to be the beneficial owner of 5,225,989 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 (together with the 18,626,128 shares of Common Stock, the "Vitruvian Shares"), Vitruvian and a subsidiary of the Issuer that may be released to Vitruvian in certain situations.
( 2 )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 four of the nine directors of the Vitruvian 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.
( 3 )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.

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