Qem V Form 4 GULFPORT ENERGY / S WIL VANLOH JR ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Vitruvian II Woodford, LLC

(Last) (First) (Middle)

4 WATERWAY SQUARE PLACE, SUITE 400

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2017

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	05/19/2017		J(1)(2)(3)(4)		4,465,380	D	(1)(2)(3)(4)	18,133,872(1)(2)(3)(4)	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person^*

Vitruvian II Woodford, LLC

(Last) (First) (Middle)

4 WATERWAY SQUARE PLACE, SUITE 400

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

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. On May 19, 2017, pursuant to (i) the Agency and Redemption Agreement, dated as of May 18, 2017 (the "Agency Agreement"), by and among Vitruvian II Woodford, LLC, a Delaware limited liability company ( "Vitruvian"), and LG WF L.P., a Delaware limited partnership and a member of Vitruvian ("LG"), and (ii) the limited liability company agreement of Vitruvian, as amended (the "LLC Agreement"), 4,465,380 shares of common stock, par value $0.01 (the "Common Stock"), of Gulfport Energy Corporation, a Delaware corporation (the "Issuer"), were distributed to LG in redemption of certain of LG's capital interests in Vitruvian. In addition, as partial consideration for such redemption and pursuant to the Agency Agreement, LG became entitled to receive up to 1,252,865 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, Vitruvian and a subsidiary of the Issuer (the "Purchase Agreement"),

2. (Continued from Footnote 1) as such shares of Common Stock are released from the escrow account pursuant to the Purchase Agreement. Following these transactions, Vitruvian may be deemed to be the beneficial owner of 18,133,872 shares of Common Stock (the "Vitruvian Shares").

3. 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 a majority of the 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.

4. 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/ Brian L. Rickmers, Chief Financial Officer of Vitruvian II Woodford, LLC	05/23/2017
	/s/ S. Wil VanLoh, Jr.	05/23/2017
	/s/ Brian L. Rickmers, Chief Financial Officer of Vitruvian Exploration II Holdings, LLC	05/23/2017
	/s/ Brian L. Rickmers, Chief Financial Officer of Vitruvian Exploration II, LLC	05/23/2017
	/s/ James V. Baird, Authorized Person of Q-VEX II, LP	05/23/2017
	/s/ James V. Baird, Authorized Person of QEM V, LLC	05/23/2017
	** Signature of Reporting Person	Date
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