GeoPark Ltd — Major Shareholding Notification 2021

Jun 24, 2021

SC 13D/A 1 d191256dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

**(Amendment No. 1) ***

GeoPark Limited

(Name of Issuer)

Common Stock, $0.001 Par Value Per Share

(Title of Class of Securities)

G38327105

(CUSIP Number)

Gerald E. O’Shaughnessy

8301 E. 21st Street North, Suite 420

Wichita, Kansas 67206, USA

316-630-0247

With a copy to:

Werner F. Ahlers

Janet Geldzahler

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

212-558-4000

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

June 24, 2021

(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-l(f) or 240.13d-l(g), check the following box. ☐

*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).

CUSIP No. G38327105 13D Page 2 of 7 Pages

1	Names of Reporting Persons Gerald E. O’Shaughnessy
2	Check the Appropriate Box
if a Member of a Group (a) ☒ (b) ☐
3	SEC Use Only
4	Source of Funds PF
5	Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of
Organization U.S.
citizen

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	Sole Voting Power 184,042
8	Shared Voting Power 6,354,178 (1)
9	Sole Dispositive Power 184,042
10	Shared Dispositive Power 6,354,178
(1)

11	Aggregate Amount Beneficially Owned by Each Reporting Person 6,538,220 (1)
12	Check if the Aggregate
Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class
Represented by Amount in Row (11) 10.7%
14	Type of Reporting Person
(See Instructions) IN

(1) Of these shares of Common Stock, 211,015 shares are held by The Timothy P. O’Shaughnessy Foundation, on the board of which Mr. O’Shaughnessy serves as a non-controlling director and as to which shares he disclaims beneficial ownership.

CUSIP No. G38327105 13D Page 3 of 7 Pages

1	Names of Reporting Persons GP Investments LLP
2	Check the Appropriate Box
if a Member of a Group (a) ☒ (b) ☐
3	SEC Use Only
4	Source of Funds OO
5	Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of
Organization KANSAS,
USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	Sole Voting Power None
8	Shared Voting Power 1,123,083 (2)
9	Sole Dispositive Power None
10	Shared Dispositive Power 1,123,083
(2)

11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,123,083 (2)
12	Check if the Aggregate
Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class
Represented by Amount in Row (11) 1.8% (2)
14	Type of Reporting Person
(See Instructions) PN

(2) Due to a clerical error, the Schedule 13D filed by the Reporting Persons on June 18, 2021 did not correctly state the number of shares of Common Stock and the resulting percentage of the outstanding shares of Common Stock beneficially owned by such Reporting Persons that resulted from the transfer of 800,000 shares of Common Stock from GPK Holdings, LLC to GP Investments LLP that was effected on May 18, 2021. This Amendment No. 1 includes the corrected numbers.

CUSIP No. G38327105 13D Page 4 of 7 Pages

1	Names of Reporting Persons GPK Holdings, LLC
2	Check the Appropriate Box
if a Member of a Group (a) ☒ (b) ☐
3	SEC Use Only
4	Source of Funds OO
5	Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of
Organization KANSAS,
USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	Sole Voting Power None
8	Shared Voting Power 5,000,000 (2)
9	Sole Dispositive Power None
10	Shared Dispositive Power 5,000,000
(2)

11	Aggregate Amount Beneficially Owned by Each Reporting Person 5,000,000 (2)
12	Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13	Percent of Class
Represented by Amount in Row (11) 8.2% (2)
14	Type of Reporting Person
(See Instructions) OO

(2) Due to a clerical error, the Schedule 13D filed by the Reporting Persons on June 18, 2021 did not correctly state the number of shares of Common Stock and the resulting percentage of the outstanding shares of Common Stock beneficially owned by such Reporting Persons that resulted from the transfer of 800,000 shares of Common Stock from GPK Holdings, LLC to GP Investments LLP that was effected on May 18, 2021. This Amendment No. 1 includes the corrected numbers.

CUSIP No. G38327105 13D Page 5 of 7 Pages

1	Names of Reporting Persons The Globe Resources Group, Inc.
2	Check the Appropriate Box
if a Member of a Group (a) ☒ (b) ☐
3	SEC Use Only
4	Source of Funds OO
5	Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of
Organization KANSAS,
USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	Sole Voting Power None
8	Shared Voting Power 20,080
9	Sole Dispositive Power None
10	Shared Dispositive Power 20,080

11	Aggregate Amount Beneficially Owned by Each Reporting Person 20,080
12	Check if the Aggregate
Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class
Represented by Amount in Row (11) 0.0%
14	Type of Reporting Person
(See Instructions) CO

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

ITEM 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended to add the following:

On June 24, 2021, Mr. O’Shaughnessy issued an open letter to Issuer’s shareholders announcing that the Reporting Persons were initiating a “vote no” campaign against one or more directors of the Issuer at the annual meeting of shareholders of the Issuer. A copy of this letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Also attached hereto as Exhibit 99.2 and incorporated herein by reference is a proxy statement with respect to the “vote no” campaign. The Reporting Persons strongly advise all stockholders of the Issuer to read these materials. In addition, the Reporting Persons will provide copies of the proxy statement without charge upon request. Requests for copies should be directed to the Reporting Persons’ proxy solicitor specified in the proxy statement.

ITEM 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and supplemented as follows:

The following sentence replaces in its entirety the sentence “As of December 31, 2020, 5,800,000 shares over which Mr. O’Shaughnessy has direct or indirect voting or dispositive power have been pledged pursuant to lending arrangements.”:

As a result of a transfer of 800,000 shares from GPK Holdings, LLC to GP Investments LLP on May 18, 2021 and the release of a pledge on such shares pursuant to previously disclosed lending arrangements, as of June 24, 2021, the number of shares over which Mr. O’Shaughnessy has direct or indirect voting or dispositive power that have been pledged pursuant to lending arrangements is 5,000,000.

ITEM 7. Material to be Filed as Exhibits

Exhibit Number	Exhibit Name
99.1	Letter from Gerald O’Shaughnessy Urging Shareholders to Vote Against Four Company Director Nominees, dated June 24, 2021.
99.2	Solicitation of Against Votes at the Annual General Meeting, dated June 24, 2021.

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: June 24, 2021
GP Investments LLP
By:	/s/ Gerald E. O’Shaughnessy
	Name: Gerald E. O’Shaughnessy
	Date: June 24, 2021
GPK Holdings, LLC
By:	/s/ Gerald E. O’Shaughnessy
	Name: Gerald E. O’Shaughnessy
	Date: June 24, 2021
The Globe Resources Group, Inc.
By:	/s/ Gerald E. O’Shaughnessy
	Name: Gerald E. O’Shaughnessy
	Date: June 24, 2021