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) 10/22/2019 | ||||||||||||||||||||||||||
| 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 | 10/22/2019 | J(1) | 38,423,221 | A | $0.042(1) | 276,518,459(1) | 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 | ||||||||
| Convertible Debenture | $0.05(4) | 10/22/2019 | J(3) | $1,220,548 | 10/22/2019 | 10/22/2020 | Common Stock, par value $0.001 per share | 24,410,960(4) | $0.00(3) | $1,220,548 | 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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| Explanation of Responses: |
| 1. The 38,423,221 shares of common stock, par value $0.001 (the "Common Stock"), of GulfSlope Energy, Inc. (the "Issuer") were issued to Delek GOM Investments, LLC ("Delek GOM Investments") on October 22, 2019 pursuant to the certain Post-Drilling Agreement Regarding Certain Issues, dated October 22, 2019 (the "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. The convertible debenture was issued to Delek GOM Investments in connection with the Agreement on October 22, 2019. The debenture matures on October 22, 2020 (subject to earlier conversion) and earns interest at a rate of 12% per annum with interest payable at maturity, or 15% per annum upon an event of default (in each case, which accrued and unpaid interest is also convertible into shares of Common Stock). As payoff for the Issuer's obligations under that certain Term Loan Agreement, dated March 1, 2019, between the Issuer and Delek GOM Investments, the Issuer issued the convertible debenture to Delek GOM Investments in a principal amount equal to the term loan payoff. |
| 4. The debenture is convertible into shares of Common Stock at the option of Delek GOM Investments at a conversion price of $0.05 per share of Common Stock (subject to adjustment). This number is based on the conversion of the principal amount of $1,220,548 as of the issuance of the convertible debenture on October 22, 2019, and so excludes shares of Common Stock issuable upon any interest accruing after issuance. |
| /s/ Itshak Sharon (Tshuva) | 10/24/2019 | |
| /s/ Leora Pratt Levin, as Authorized Signatory of DELEK GROUP LTD. | 10/24/2019 | |
| /s/ Danny Cole, as Authorized Signatory of DKL INVESTMENTS LIMITED | 10/24/2019 | |
| /s/ Leora Pratt Levin, as Authorized Signatory of DELEK GOM HOLDINGS, LLC | 10/24/2019 | |
| /s/ Leora Pratt Levin, as Authorized Signatory of DELEK GOM INVESTMENTS, LLC | 10/24/2019 | |
| ** 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. | ||