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.1)*
Gulfport Energy Corporation
(Name of Issuer)
Common Stock, par value $.01
(Title of Class of Securities)
402635304
(CUSIP Number)
December 31, 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
8,472
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
8,472
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
8,472
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 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
1,606,948
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,606,948
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,606,948
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
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
1,606,948
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,606,948
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,606,948
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
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
698,643
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
698,643
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
698,643
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
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
1,606,948
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,606,948
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,606,948
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
12. TYPE OF REPORTING PERSON*
IN, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This statement is filed pursuant to Rule 13d-2(b) promulgated under the
Securities Exchange Act of 1934, as amended, with respect to the shares of
common stock (the "Common Stock") of Gulfport Energy Corporation (the "Issuer")
beneficially owned by the Reporting Persons identified below as of December 31,
2005, and amends and supplements the Schedule 13G originally filed on November
28, 2005 (collectively, the "Schedule 13G"). Except as set forth herein, the
Schedule 13G is unmodified.
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").
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 8,472 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 1,606,948 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
698,643 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 1,606,948
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 8,472 shares of Common Stock
represents less than 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 698,643 shares of
Common Stock beneficially owned by Onshore Fund and Select represents
2.2% of all of the outstanding shares of Common Stock.
(v) Luxor Capital Group's, Luxor Management's and Mr. Leone's
beneficial ownership of 1,606,948 shares of Common Stock represents
5.0% of all of the outstanding shares of Common Stock.
(vi) Collectively, the Reporting Persons' beneficial ownership of
1,606,948 shares of Common Stock represents 5.0% 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 8,472 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 8,472 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 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: February ___, 2006
LUXOR CAPITAL PARTNERS, LP
By: LCG Holdings, LLC, as General Partner
By: Elena Cimador
-------------
Elena Cimador
CFO
LCG SELECT, LLC
By: LCG Holdings, LLC, as Managing Member
By: Elena Cimador
-------------
Elena Cimador
CFO
LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
By: Elena Cimador
-------------
Elena Cimador, CFO
LUXOR CAPITAL GROUP, LP
By: Luxor Management, LLC, as General Partner
By: Elena Cimador
-------------
Elena Cimador, CFO
LCG HOLDINGS, LLC
By: Elena Cimador
-------------
Elena Cimador, CFO
LUXOR MANAGEMENT, LLC
By: Elena Cimador
-------------
Elena Cimador, CFO
Elena Cimador
-------------
Elena Cimador, as power of
Attorney for Christian Leone