Amended Statement of Ownership (sc 13g/a)
February 13 2018 - 5:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 3)*
GeoPark
Limited
(Name of Issuer)
Common
Shares, par value $0.001 per share
(Title of Class of Securities)
G38327105
(CUSIP Number)
December
31, 2017
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
* 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 the disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. G38327105
|
13G
|
Page 2 of 8 Pages
|
1.
|
NAMES OF REPORTING PERSONS
Gerald E. O’Shaughnessy
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
3.
|
SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
U.S. citizen
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
|
SOLE VOTING POWER
|
|
270,000
|
6.
|
SHARED VOTING POWER
|
|
6,923,316
|
7.
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SOLE DISPOSITIVE POWER
|
|
270,000
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8.
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SHARED DISPOSITIVE POWER
|
|
6,923,316
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
7,193,316
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10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
11.9 %
|
12.
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TYPE OF REPORTING PERSON
|
|
IN
|
CUSIP No. G38327105
|
13G
|
Page 3 of 8 Pages
|
1.
|
NAMES OF REPORTING PERSONS
GP Investments LLP
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2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
KANSAS, USA
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE VOTING POWER
|
|
None
|
6.
|
SHARED VOTING POWER
|
|
217,369
|
7.
|
SOLE DISPOSITIVE POWER
|
|
None
|
8.
|
SHARED DISPOSITIVE POWER
|
|
217,369
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
217,369
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
0.4 %
|
12.
|
TYPE OF REPORTING PERSON
|
|
PN
|
CUSIP No. G38327105
|
13G
|
Page 4 of 8 Pages
|
1.
|
NAMES OF REPORTING PERSONS
GPK Holdings, LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
KANSAS, USA
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE VOTING POWER
|
|
None
|
6.
|
SHARED VOTING POWER
|
|
6,250,000
|
7.
|
SOLE DISPOSITIVE POWER
|
|
None
|
8.
|
SHARED DISPOSITIVE POWER
|
|
6,250,000
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
6,250,000
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
10.3 %
|
12.
|
TYPE OF REPORTING PERSON
|
|
CO
|
|
Item 1(a).
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Name of Issuer:
|
GeoPark Limited
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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Nuestra Señora de los Ángeles
179, Las Condes, Santiago, Chile
|
Item 2(a).
|
Name of Person Filing:
|
This Amendment to Schedule 13G is jointly
filed by Gerald E. O’Shaughnessy, GP Investments LLP and GPK Holdings, LLC.
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence:
|
The principal business address of Gerald
E. O’Shaughnessy , GP Investments LLP and GPK Holdings, LLC is: 8301 E. 21
st
Street North, Suite 420, Wichita,
Kansas 67206 USA.
Please refer to Item 4 on each cover sheet
for each reporting person.
|
Item 2(d).
|
Title of Class of Securities:
|
Common Shares, par value $0.001 per share.
G38327105
|
Item 3.
|
If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
Not Applicable.
Provide the following information regarding
the aggregate number and percentage of the class of securities of issuer identified in Item 1.
(a) Amount
beneficially owned:
Each of the reporting entities is controlled
by Gerald E. O’Shaughnessy, who indirectly has voting and dispositive power over the reported shares set forth in Item 9
on the cover sheet for each reporting person. Rows 6, 8 and 9 of the cover sheet for Gerald E. O’Shaughnessy also include
455,947 shares that are beneficially owned by Gerald E. O´Shaughnessy through other investment vehicles. Voting and dispositive
power will generally be exercised consistently with respect to all of the reporting entities. Therefore, the reporting entities
may be deemed to constitute a “group” within the meaning of Rule 13d-5(b). As of December 31, 2017, 6,975,947 shares
over which Gerald E. O’Shaughnessy has direct or indirect voting or dispositive power have been pledged pursuant to lending
arrangements.
(b) Percent
of class:
Please refer to Item 11 on each cover sheet
for each reporting person. The percentages reported herein are based on the 60,596,219 common shares outstanding as of December
31, 2017.
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote:
|
Please refer to Item 5 on each cover sheet for each
reporting person.
|
(ii)
|
Shared power to vote or to direct the vote:
|
Please refer to Item 6 on each cover sheet for each
reporting person.
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
Please refer to Item 7 on each cover sheet for each
reporting person.
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
Please refer to Item 8 on each cover sheet for each
reporting person.
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
Not Applicable.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
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None.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
|
Not Applicable.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
See Exhibit A hereto.
|
Item 9.
|
Notice of Dissolution of Group.
|
Not Applicable.
Not Applicable.
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
By:
|
/s/ Gerald E. O’Shaughnessy
|
|
Name:
|
Gerald E. O’Shaughnessy
|
|
Date:
|
February 12, 2018
|
|
|
|
GP Investments LLP
|
By:
|
/s/ Gerald E. O’Shaughnessy
|
|
Name:
|
Gerald E. O’Shaughnessy
|
|
Title:
|
Manager
|
|
Date:
|
February 12, 2018
|
GPK Holdings, LLC
|
By:
|
/s/ Gerald E. O’Shaughnessy
|
|
Name:
|
Gerald E. O’Shaughnessy
|
|
Title:
|
Manager
|
|
Date:
|
February 12, 2018
|
EXHIBIT A TO SCHEDULE 13G
JOINT FILING AGREEMENT
IN ACCORDANCE WITH Rule 13d-1(k) under
the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of
a statement on Schedule 13G (including amendments thereto) with respect to the Common Shares, par value $0.001 per share, of GeoPark
Limited, an exempted company with limited liability incorporated under the laws of Bermuda, and that this Joint Filing Agreement
be included as an exhibit to such joint filing, provided that, as contemplated by Section 13d-1(k)(2), no person shall be responsible
for the completeness and accuracy of the information concerning the other persons making the filing unless such person knows or
has reason to know such information is inaccurate.
This Joint Filing Agreement may be executed
in any number of counterparts, all of which together shall constitute one and the same instrument.
[
Signature Page Follows
]
IN WITNESS WHEREOF, the undersigned hereby
execute this Joint Filing Agreement as of this 12
th
day of February 2018.
By:
|
/s/ Gerald E. O’Shaughnessy
|
|
Name:
|
Gerald E. O’Shaughnessy
|
|
Date:
|
February 12, 2018
|
|
|
|
GP Investments LLP
|
By:
|
/s/ Gerald E. O’Shaughnessy
|
|
Name:
|
Gerald E. O’Shaughnessy
|
|
Title:
|
Manager
|
|
Date:
|
February 12, 2018
|
GPK Holdings, LLC
|
By:
|
/s/ Gerald E. O’Shaughnessy
|
|
Name:
|
Gerald E. O’Shaughnessy
|
|
Title:
|
Manager
|
|
Date:
|
February 12, 2018
|
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