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) 10/01/2020 | ||||||||||||||||||||||||||
| 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 | 10/01/2020 | J(1) | 17,500,000 | A | (1) | 294,018,459 | I | See footnote(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(3) | 10/01/2020 | H(1) | $1,220,548(4) | 10/22/2019 | 10/22/2020 | Common Stock, par value $0.001 per share | 24,410,960(4) | (1) | 0 | I | See footnote(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. The 17,500,000 shares of common stock, par value $0.001 (the "Common Stock"), of GulfSlope Energy, Inc. (the "Issuer") to be issued to Delek GOM Investments, LLC ("Delek GOM Investments") pursuant to the certain letter agreement, dated October 1, 2020 (the "Agreement"), between the Issuer and Delek GOM Investments. Pursuant to the Agreement, the Issuer agreed to repay Delek GOM Investments in full the principal and interest owed on the convertible debenture issued to Delek GOM Investments on October 22, 2019 (the "Convertible Debenture"), which had a principal amount of $1,220,548 and accrued and unpaid interest of $129,211 as of September 30, 2020. In addition to receiving the 17,500,000 shares of Common Stock for the accrued and unpaid interest (based on the recent trading price of the Common Stock), Delek GOM Investments received the principal amount of $1,220,558 of the Convertible Debenture in cash. |
| 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 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). |
| 4. This number is based only on the conversion of the principal amount of $1,220,548, and does not include the 17,500,000 shares of Common Stock issuable for the $129,211 of accrued and unpaid interest. The Convertible Debenture earned interest at a rate of 12% per annum with interest payable at maturity, or 15% per annum upon an event of default. |
| /s/ Sharon Itshak | 10/05/2020 | |
| /s/ Leora Pratt Levin, as Authorized Signatory of DELEK GROUP LTD. | 10/05/2020 | |
| /s/ Gilad Mayerson, as Authorized Signatory of DKL INVESTMENTS LIMITED | 10/05/2020 | |
| /s/ Leora Pratt Levin, as Authorized Signatory of DELEK GOM HOLDINGS, LLC | 10/05/2020 | |
| /s/ Leora Pratt Levin, as Authorized Signatory of DELEK GOM INVESTMENTS, LLC | 10/05/2020 | |
| ** 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. | ||