13D Filing: Firefly Value Partners and Gulfport Energy Corp (NASDAQ:GPOR)

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No.  )¹

Gulfport Energy Corporation

(Name
of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

402635304

(CUSIP Number)

Firefly
value partners, lp

601 West 26^th Street, Suite 1520

New York, NY 10001

(212) 672-9600

STEVE WOLOSKY, ESQ.

KENNETH MANTEL, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

November 30, 2018

(Date of Event Which Requires
Filing of This Statement)

If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.

Note:  Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See
§ 240.13d-7 for other parties to whom copies are to be sent.

1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.

The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).

^*Includes
4,350,000 shares underlying call options currently exercisable as further described in Item 6.

^*Includes
4,350,000 shares underlying call options currently exercisable as further described in Item 6.

^*Includes
4,350,000 shares underlying call options currently exercisable as further described in Item 6.

^*Includes
4,350,000 shares underlying call options currently exercisable as further described in Item 6.

^*Includes
4,350,000 shares underlying call options currently exercisable as further described in Item 6.

^*Includes
4,350,000 shares underlying call options currently exercisable as further described in Item 6.

The following constitutes the Schedule
13D filed by the undersigned (the “Schedule 13D”).

This statement relates
to the common stock, $0.01 par value per share (the “Shares”), of Gulfport Energy Corporation, a Delaware corporation
(the “Issuer”). The address of the principal executive offices of the Issuer is 3001 Quail Springs Parkway, Oklahoma
City, Oklahoma 73134.

(a)       This
statement is filed by:

(i)       FVP
Master Fund, L.P., a Cayman Islands exempted limited partnership (“FVP Master Fund”), with respect to the Shares directly
and beneficially owned by it;

(ii)      Firefly
Value Partners, LP, a Delaware limited partnership (“Firefly Value Partners”), as the investment manager of FVP Master
Fund;

(iii)     FVP
GP, LLC, a Delaware limited liability company (“FVP GP”), as the general partner of FVP Master Fund;

(iv)     Firefly
Management Company GP, LLC, a Delaware limited liability company (“Firefly Management”), as the general partner of
Firefly Value Partners;

(v)
Ryan Heslop, as a Managing Member of FVP GP and Firefly Management; and

(vi)     Ariel
Warszawski, as a Managing Member of FVP GP and Firefly Management.

Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting
Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are
hereby filing a joint Schedule 13D.

(b)       The
principal business address of FVP Master Fund is c/o dms Corporate Services, Ltd., P.O. Box 1344, dms House, 20 Genesis Close,
Grand Cayman, KY1-1108, Cayman Islands. The principal business address of each of Firefly Value Partners, FVP GP, Firefly Management
and Messrs. Heslop and Warszawski is 601 West 26^th Street, Suite 1520, New York, New York 10001.

(c)       The
principal business of FVP Master Fund is investing and trading in a wide variety of securities and financial instruments. The principal
business of Firefly Value Partners is serving as the investment manager of FVP Master Fund. The principal business of FVP GP is
serving as the general partner of FVP Master Fund. The principal business of Firefly Management is serving as the general partner
of Firefly Value Partners. The principal occupation of each of Messrs. Heslop and Warszawski is serving as a Managing Member of
FVP GP and Firefly Management.

(d)       No
Reporting Person, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).

(e)       No
Reporting Person, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to
such laws.

(f)       Messrs.
Heslop and Warszawski are citizens of the United States of America.

The Shares purchased
by FVP Master Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms
in the ordinary course of business) in open market transactions. The aggregate purchase price of the 9,000,000 Shares beneficially
owned by FVP Master Fund is approximately $123,752,189, including brokerage commissions. The aggregate purchase price of certain
call options exercisable into 4,350,000 Shares beneficially owned by FVP Master Fund, as further described in Item 6 below, is
approximately $3,575,742, including brokerage commissions.

The Reporting Persons
purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented
an attractive investment opportunity. The Reporting Persons believe that the Shares trade at a significant discount to their intrinsic
value. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability
of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or
decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private
transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

The Reporting Persons
have engaged in discussions with management and the Board of Directors of the Issuer (the “Board”) regarding activities
that the Issuer may contemplate or undertake, and, generally, opportunities to enhance shareholder value, including accelerating
the Issuer’s repurchase of Shares. The Reporting Persons look forward to continued dialogue with the Issuer regarding these
matters.

No Reporting Person
has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of
Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following,
any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis.
Depending on various factors including, without limitation, the Issuer’s financial position, the price levels of the Shares,
conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take
such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in
additional communications with management and the Board, engaging in discussions with stockholders of the Issuer or other third
parties about the Issuer and the Reporting Persons’ investment, including making recommendations or proposals to the Issuer
concerning changes to the capitalization, ownership structure, management and Board structure (including Board composition), potential
business combinations or dispositions involving the Issuer or certain of its businesses, including transactions in which the Reporting
Persons may seek to participate and potentially engage in (as a purchaser or investor), or suggestions for improving the Issuer’s
financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short
selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments,
or changing their intention with respect to any and all matters referred to in Item 4.

The aggregate percentage
of Shares reported owned by each person named herein is based upon 173,302,055 Shares outstanding, as of October 29, 2018, which
is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on November 1, 2018.

Percentage: Approximately 7.7%

Percentage: Approximately 7.7%

Percentage: Approximately 7.7%

Percentage: Approximately 7.7%

Percentage: Approximately 7.7%

Percentage: Approximately 7.7%

Each Reporting Person,
as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting
Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

FVP Master Fund has
purchased in the over-the-counter market American-style call options referencing an aggregate of 4,350,000 Shares, which have exercise
prices ranging from $7.50 to $12.50 per share and expire on June 21, 2019, as further detailed on Schedule A hereto, which is incorporated
by reference herein.

On December 10, 2018,
the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf
of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable
law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Other than as described
herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting
Persons and any other person, with respect to the securities of the Issuer.

SIGNATURES

After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.

Dated: December 10, 2018

SCHEDULE A

Transactions in the Securities
of the Issuer During the Past 60 Days

FVP
Master fund, l.p.

¹ Represents American-style call options purchased in the over-the-counter market. These call options have a strike price of $7.50 per share and expire on June 21, 2019.

² Represents American-style call options purchased in the over-the-counter market. These call options have a strike price of $10.00 per share and expire on June 21, 2019.

³
Represents American-style call options purchased in the over-the-counter market. These call options have a strike
price of $12.50 per share and expire on June 21, 2019.