Vitruvian Exploration II Holdings, LLC

SEC source: 0000899243-17-014181 · doc4.xml · nonDerivative · entry 1

Vitruvian II Woodford, LLC · CIK 0001698634 · 10% owner

VANLOH S WIL JR · CIK 0001098463 · 10% owner

Vitruvian Exploration II Holdings, LLC · CIK 0001698741 · 10% owner

Vitruvian Exploration II, LLC · CIK 0001698924 · 10% owner

Q-VEX II, LP · CIK 0001698737 · 10% owner

QEM V LLC · CIK 0001697117 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 18,133,872

F1 · kind: 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"),

F2 · kind: (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").

F3 · kind: 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.

F4 · kind: 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.

F1 · price: 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"),

F2 · price: (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").

F3 · price: 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.

F4 · price: 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.

F1 · balance_after: 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"),

F2 · balance_after: (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").

F3 · balance_after: 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.

F4 · balance_after: 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.