UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
Information to be included in statements filed pursuant
to Rules 13d-1(b), (c) and (d) and amendments thereto filed
pursuant to 13d-2(b)
(AMENDMENT NO. )*
Gulfport Energy Corporation
(Name of Issuer)
Common Stock, par value $.01
(Title of Class of Securities)
402635304
(CUSIP Number)
November 16, 2005
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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
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 the Following Pages)
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Luxor Capital Partners, LP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
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
0
6. SHARED VOTING POWER
690,171
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
690,171
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
690,171
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LCG Select, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
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
0
6. SHARED VOTING POWER
33,472
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
33,472
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
33,472
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
12. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Luxor Capital Partners Offshore, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
908,305
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
908,305
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
908,305
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Luxor Capital Group, LP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
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
0
6. SHARED VOTING POWER
1,631,948
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,631,948
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,631,948
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Luxor Management, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
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
0
6. SHARED VOTING POWER
1,631,948
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,631,948
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,631,948
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
12. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LCG Holdings, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
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
0
6. SHARED VOTING POWER
723,643
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
723,643
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
723,643
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
12. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Christian Leone
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
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
0
6. SHARED VOTING POWER
1,631,948
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,631,948
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,631,948
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
12. TYPE OF REPORTING PERSON*
IN, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1(a). NAME OF ISSUER:
Gulfport Energy Corporation (the "Issuer")
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1000 Main Street, Suite 3300
Houston, Texas 77002
ITEM 2(a). NAME OF PERSON FILING:
The names of the persons filing this statement on Schedule 13G are:
- Luxor Capital Partners, LP, a Delaware limited partnership ("Onshore
Fund").
- LCG Select, LLC, a Delaware limited liability company ("Select").
- Luxor Capital Partners Offshore, Ltd., a Cayman Island exempted company
("Offshore Fund").
- Luxor Capital Group, LP, a Delaware limited partnership ("Luxor Capital
Group").
- Luxor Management, LLC, a Delaware limited liability company ("Luxor
Management").
- LCG Holdings, LLC, a Delaware limited liability company ("LCG Holdings").
- Christian Leone, a United States Citizen ("Mr. Leone").
Luxor Capital Group is the investment manager of the Onshore Fund, Select
and the Offshore Fund. Luxor Management is the general partner of Luxor Capital
Group. Mr. Leone is the managing member of Luxor Management. LCG Holdings is the
general partner of the Onshore Fund and Select. Mr. Leone is the managing member
of LCG Holdings.
Luxor Capital Group, Luxor Management and Mr. Leone may each be deemed to
have voting and dispositive power with respect to the shares of Common Stock
held by the Onshore Fund, Select and the Offshore Fund. LCG Holdings and Mr.
Leone may be deemed to have voting and dispositive power with respect to the
shares of Common Stock held by the Onshore Fund and Select.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The business address of each of the Onshore Fund, Select, Luxor Capital
Group, Luxor Management, LCG Holdings and Mr. Leone is 767 Fifth Avenue, 19th
Floor, New York, New York 10153.
The business address of the Offshore Fund is c/o M&C Corporate Services
Limited, P.O. Box 309 GT, Ugland House, South Church Street, George Town, Grand
Cayman Islands.
ITEM 2(c). CITIZENSHIP:
Mr. Leone is a citizen of the United States.
Each of Select, Luxor Management and LCG Holdings is a limited liability
company formed under the laws of the State of Delaware.
Each of the Onshore Fund and Luxor Capital Group is a limited partnership
formed under the laws of the State of Delaware.
The Offshore Fund is a company formed under the laws of the Cayman Islands.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, $.01 par value per share (the "Common Stock")
ITEM 2(e). CUSIP NUMBER:
402635304
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR
13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company defined in Section 3(a)(19) of the Exchange Act.
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act.
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box [x]
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
(i) The Onshore Fund beneficially owns 690,171 shares of Common
Stock.
(ii) Select beneficially owns 33,472 shares of Common Stock.
(iii) The Offshore Fund beneficially owns 908,305 shares of Common
Stock.
(iv) Luxor Capital Group, as the investment manager of the Onshore
Fund, Select and the Offshore Fund, may be deemed to
beneficially own the 1,631,948 shares of Common Stock held by
them.
(v) Luxor Management and Mr. Leone may each be deemed to be the
beneficial owners of the shares of Common Stock beneficially
owned by Luxor Capital Group.
(vi) LCG Holdings may be deemed to be the beneficial owner of the
723,643 shares of Common Stock held by the Onshore Fund and
Select.
(vii) Mr. Leone may be deemed to be the beneficial owner of the
shares of Common Stock beneficially owned by LCG Holdings.
(viii) Collectively, the Reporting Persons beneficially own 1,631,948
shares of Common Stock.
(b) Percent of Class:
(i) The Onshore Fund's beneficial ownership of 690,171 shares
of Common Stock represents 2.2% of all of the outstanding
shares of Common Stock.
(ii) Select's beneficial ownership of 33,472 shares of Common
Stock represents 0.1% of all of the outstanding shares of
Common Stock.
(iii) The Offshore Fund's beneficial ownership of 908,305 shares of
Common Stock represents 2.8% of all of the outstanding
shares of Common Stock.
(iv) LCG Holdings' beneficial ownership of the 723,643 shares of
Common Stock beneficially owned by Onshore Fund and Select
represents 2.3% of all of the outstanding shares of Common
Stock.
(v) Luxor Capital Group's, Luxor Management's and Mr. Leone's
beneficial ownership of 1,631,948 shares of Common Stock
represents 5.1% of all of the outstanding shares of Common
Stock.
(vi) Collectively, the Reporting Persons' beneficial ownership of
1,631,948 shares of Common Stock represents 5.1% of all of the
outstanding shares of Common Stock.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Not applicable.
(ii) Shared power to vote or to direct the vote of shares of Common
Stock:
The Onshore Fund, Luxor Capital Group, Luxor Management, LCG
Holdings and Mr. Leone have shared power to vote or direct the
vote of the 690,171 shares of Common Stock held by Onshore Fund.
Select, Luxor Capital Group, Luxor Management, LCG Holdings and
Mr. Leone have shared power to vote or direct the vote of the
33,472 shares of Common Stock held by Select.
The Offshore Fund, Luxor Capital Group, Luxor Management and Mr.
Leone have shared power to vote or direct the vote of the
908,305 shares of Common Stock held by the Offshore Fund.
(iii) Sole power to dispose or to direct the disposition of shares of
Common Stock:
Not applicable.
(iv) Shared power to dispose or to direct the disposition of shares
of Common Stock:
The Onshore Fund, Luxor Capital Group, Luxor Management, LCG
Holdings and Mr. Leone have shared power to dispose or
direct the disposition of the 690,171 shares of Common Stock
beneficially held by Onshore Fund.
Select, Luxor Capital Group, Luxor Management, LCG Holdings
and Mr. Leone have shared power to dispose or direct the
disposition of the 33,472 shares of Common Stock
beneficially held by Select.
The Offshore Fund, Luxor Capital Group, Luxor Management and
Mr. Leone have shared power to dispose or direct the
disposition of the 908,305 shares of Common Stock held by
the Offshore Fund.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date
hereof the Reporting Persons have ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Not applicable.
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.
See Exhibit B.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
By signing below the undersigned certifies that, to the best of its or his
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.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete, and correct.
Dated: November 28, 2005
LUXOR CAPITAL PARTNERS, LP
By: LCG Holdings, LLC, as General Partner
By: /s/ Christian Leone
-------------------
Christian Leone,
Managing Member
LCG SELECT, LLC
By: LCG Holdings, LLC, as Managing Member
By: /s/ Christian Leone
-------------------
Christian Leone,
Managing Member
LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
By: /s/ Christian Leone
-------------------
Christian Leone,
Director
LUXOR CAPITAL GROUP, LP
By: Luxor Management, LLC, as General Partner
By: /s/ Christian Leone
-------------------
Christian Leone,
Managing Member
LCG HOLDINGS, LLC
By: /s/ Christian Leone
-------------------
Christian Leone,
Managing Member
LUXOR MANAGEMENT, LLC
By: /s/ Christian Leone
-------------------
Christian Leone,
Managing Member
/s/ Christian Leone
-------------------
Christian Leone
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Common Stock of Gulfport Energy Corporation dated as of November
28, 2005 is, and any further amendments thereto signed by each of the
undersigned shall be, filed on behalf of each of the undersigned pursuant to and
in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended.
Dated: November 28, 2005
LUXOR CAPITAL PARTNERS, LP
By: LCG Holdings, LLC, as General Partner
By: /s/ Christian Leone
-------------------
Christian Leone,
Managing Member
LCG SELECT, LLC
By: LCG Holdings, LLC, as Managing Member
By: /s/ Christian Leone
-------------------
Christian Leone,
Managing Member
LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
By: /s/ Christian Leone
-------------------
Christian Leone,
Director
LUXOR CAPITAL GROUP, LP
By: Luxor Management, LLC, as General Partner
By: /s/ Christian Leone
-------------------
Christian Leone,
Managing Member
LCG HOLDINGS, LLC
By: /s/ Christian Leone
-------------------
Christian Leone,
Managing Member
LUXOR MANAGEMENT, LLC
By: /s/ Christian Leone
-------------------
Christian Leone,
Managing Member
/s/ Christian Leone
-------------------
Christian Leone
EXHIBIT B
Luxor Capital Partners, LP
LCG Select, LLC
Luxor Capital Partners Offshore, Ltd.
Luxor Capital Group, LP
LCG Holdings, LLC
Luxor Management, LLC
Christian Leone