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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| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol GULFSLOPE ENERGY, INC. [ GSPE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/05/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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, par value $0.001 per share | 03/05/2019 | X | 138,095,238 | A | $0.042(1) | 138,095,238 | I | See footnote 2(2) | ||
| Common Stock, par value $0.001 per share | 03/06/2019 | X | 100,000,000 | A | $0.042(3) | 238,095,238 | I | See footnote 2(2) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Warrant to Purchase Common Stock | $0.042(1) | 03/05/2019 | X | 138,095,238 | 03/04/2019 | 03/04/2020 | Common Stock, par value $0.001 per share | 138,095,238 | $0.00(4) | 0(1) | I | See footnote 2(2) | |||
| Warrant to Purchase Common Stock | $0.042(3) | 03/06/2019 | J(3) | 100,000,000 | 03/06/2019 | 03/06/2020 | Common Stock, par value $0.001 per share | 100,000,000 | $0.00(3) | 100,000,000 | I | See footnote 2(2) | |||
| Warrant to Purchase Common Stock | $0.042(3) | 03/06/2019 | X | 100,000,000 | 03/06/2019 | 03/06/2020 | Common Stock, par value $0.001 per share | 100,000,000 | $0.00(3) | 0(3) | I | See footnote 2(2) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On March 5, 2019, a warrant to purchase ("Warrant No. 1") 138,095,238 shares of common stock, par value $0.001, of GulfSlope Energy, Inc. (the "Issuer") was exercised in full by Delek GOM Investments, LLC ("Delek GOM Investments") at an exercise price of $0.042 per share. Warrant No. 1 was exercised through the full extinguishment of obligations of Issuer as of March 5, 2019 under a separate credit agreement, dated March 1, 2019 (the "Credit Agreement"), between the Issuer and Delek GOM Investments. |
| 2. These securities are held of record by Delek GOM Investments. Delek GOM Holdings, LLC ("Holdings") is the sole member of Delek GOM Investments. DKL Investments Limited ("DKL") is the sole member of Holdings. The sole stockholder of DKL is Delek Group Ltd. ("Delek Group"). As of the date of this report, the majority of Delek Group's outstanding share capital and voting rights are owned, directly and indirectly, by Itshak Sharon Tshuva through private companies wholly-owned by him. As such, Itshak Sharon Tshuva, Delek Group, DKL and Holdings may each be deemed to have voting and investment power with respect to the securities held by Delek GOM Investments noted above and as a result may be deemed to have beneficial ownership over such securities. Each reporting person disclaims beneficial ownership of all interests reported on this Form 4 except to the extent of such reporting person's pecuniary interest. |
| 3. On March 6, 2019, in connection with additional borrowings under the Credit Agreement, the Issuer issued a warrant to purchase ("Warrant No. 2") 100,000,000 shares of Common Stock at an exercise price of $0.042 to Delek GOM Investments. On March 6, 2019, Delek GOM Investments exercised Warrant No. 2 in full. Warrant No. 2 was exercised through the full extinguishment of obligations of the Issuer as of March 6, 2019 under the Credit Agreement. |
| 4. Warrant No. 1 was originally issued by the Issuer to Delek GOM Investments on March 4, 2019 in connection with the initial funding of the Credit Agreement. |
| /s/ Itshak Sharon (Tshuva) | 03/07/2019 | |
| /s/ Leora Pratt Levin, as Authorized Signatory of DELEK GROUP LTD. | 03/07/2019 | |
| /s/ Stephanie Marriott, as Authorized Signatory of DKL INVESTMENTS LIMITED | 03/07/2019 | |
| /s/ Leora Pratt Levin, as Authorized Signatory of DELEK GOM HOLDINGS, LLC | 03/07/2019 | |
| /s/ Leora Pratt Levin, as Authorized Signatory of DELEK GOM INVESTMENTS, LLC | 03/07/2019 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||