S Wil Vanloh JR Form 3 GULFPORT ENERGY / S WIL VANLOH JR ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
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

(Last) (First) (Middle)

1401 MCKINNEY ST., SUITE 2700

(Street)

HOUSTON TX 77010

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/17/2017

3. Issuer Name and Ticker or Trading Symbol
GULFPORT ENERGY CORP [ GPOR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	23,852,117(1)	I	See footnotes(1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

VANLOH S WIL JR

(Last) (First) (Middle)

1401 MCKINNEY ST., SUITE 2700

(Street)

HOUSTON TX 77010

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Vitruvian Exploration II Holdings, LLC

(Last) (First) (Middle)

1401 MCKINNEY ST., SUITE 2700

(Street)

HOUSTON TX 77010

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Vitruvian Exploration II, LLC

(Last) (First) (Middle)

1401 MCKINNEY ST., SUITE 2700

(Street)

HOUSTON TX 77010

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Q-VEX II, LP

(Last) (First) (Middle)

1401 MCKINNEY ST., SUITE 2700

(Street)

HOUSTON TX 7010

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

QEM V LLC

(Last) (First) (Middle)

1401 MCKINNEY ST., SUITE 2700

(Street)

HOUSTON TX 77010

(City) (State) (Zip)

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.

Remarks:

	/s/ S. Wil VanLoh, Jr.	02/27/2017
	/s/ Brian L. Rickmers, Chief Financial Officer of Vitruvian Exploration II Holdings, LLC	02/27/2017
	/s/ Brian L. Rickmers, Chief Financial Officer of Vitruvian Exploration II, LLC	02/27/2017
	/s/ James V. Baird, Authorized Person of Q-VEX II, LP	02/27/2017
	/s/ James V. Baird, Authorized Person of QEM V, LLC	02/27/2017
	** Signature of Reporting Person	Date
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