UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) GULFPORT ENERGY CORPORATION (Name of issuer) Common Stock, $.01 Par Value Per Share (Title of class of securities) 402635-10-6 (CUSIP number) Arthur H. Amron Wexford Management LLC 411 West Putnam Avenue Greenwich, CT 06830 (203) 862-7012 (Name, address and telephone number of person authorized to receive notices and communications) November 20, 1998 (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 which is the subject of this Schedule 13D, and is filing this schedule because ss.ss. 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 Rule ss. 240.13d-7 Page 1 of 24 Pages CUSIP No. 402635-10-6 1. Names of Reporting Persons. Wexford Management LLC I.R.S. Identification Nos. of Above Persons (entities only) (Intentionally Omitted) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) AF 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Connecticut Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 27,561,406 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 27,561,406 11. Aggregate Amount Beneficially Owned by Each Reporting Person 27,561,406 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 16.0% 14. Type of Reporting Person (See Instructions) OO Page 2 of 24 Pages CUSIP No. 402635-10-6 1. Names of Reporting Persons. Wexford Spectrum Investors LLC I.R.S. Identification Nos. of Above Persons (entities only) (Intentionally Omitted) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Delaware Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 172,492 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 172,492 11. Aggregate Amount Beneficially Owned by Each Reporting Person 172,492 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 0.1% 14. Type of Reporting Person (See Instructions) OO Page 3 of 24 Pages CUSIP No. 402635-10-6 1. Names of Reporting Persons. Wexford Spectrum Advisors, LLC I.R.S. Identification Nos. of Above Persons (entities only) (Intentionally Omitted) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) AF 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Delaware Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 172,492 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 172,492 11. Aggregate Amount Beneficially Owned by Each Reporting Person 172,492 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 0.1% 14. Type of Reporting Person (See Instructions) OO Page 4 of 24 Pages CUSIP No. 402635-10-6 1. Names of Reporting Persons. Wexford Special Situations 1996, L.P. I.R.S. Identification Nos. of Above Persons (entities only) (Intentionally Omitted) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Delaware Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 9,339,539 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 9,339,539 11. Aggregate Amount Beneficially Owned by Each Reporting Person 9,339,539 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 5.4% 14. Type of Reporting Person (See Instructions) PN Page 5 of 24 Pages CUSIP No. 402635-10-6 1. Names of Reporting Persons. Wexford Special Situations 1996 Institutional, L.P. I.R.S. Identification Nos. of Above Persons (entities only) (Intentionally Omitted) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Delaware Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 1,557,600 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 1,557,600 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,557,600 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 0.9% 14. Type of Reporting Person (See Instructions) PN Page 6 of 24 Pages CUSIP No. 402635-10-6 1. Names of Reporting Persons. Wexford Advisors, LLC I.R.S. Identification Nos. of Above Persons (entities only) (Intentionally Omitted) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) AF 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Delaware Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 11,316,477 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 11,316,477 11. Aggregate Amount Beneficially Owned by Each Reporting Person 11,316,477 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 6.6% 14. Type of Reporting Person (See Instructions) OO Page 7 of 24 Pages CUSIP No. 402635-10-6 1. Names of Reporting Persons. Wexford-Euris Special Situations 1996, L.P. I.R.S. Identification Nos. of Above Persons (entities only) (Intentionally Omitted) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Delaware Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 2,660,525 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 2,660,525 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,660,525 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 1.5% 14. Type of Reporting Person (See Instructions) PN Page 8 of 24 Pages CUSIP No. 402635-10-6 1. Names of Reporting Persons. Wexford-Euris Advisors, LLC I.R.S. Identification Nos. of Above Persons (entities only) (Intentionally Omitted) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) AF 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Delaware Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 2,660,525 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 2,660,525 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,660,525 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 1.5% 14. Type of Reporting Person (See Instructions) PN Page 9 of 24 Pages CUSIP No. 402635-10-6 1. Names of Reporting Persons. Wexford Special Situations 1996, Limited I.R.S. Identification Nos. of Above Persons (entities only) (Intentionally Omitted) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Cayman Islands Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 419,338 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 419,338 11. Aggregate Amount Beneficially Owned by Each Reporting Person 419,338 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 0.2% 14. Type of Reporting Person (See Instructions) OO Page 10 of 24 Pages CUSIP No. 402635-10-6 1. Names of Reporting Persons. Wexford Capital Partners II, L.P. I.R.S. Identification Nos. of Above Persons (entities only) (Intentionally Omitted) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Delaware Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 11,302,204 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 11,320,204 11. Aggregate Amount Beneficially Owned by Each Reporting Person 11,302,204 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 6.6% 14. Type of Reporting Person (See Instructions) PN Page 11 of 24 Pages CUSIP No. 402635-10-6 1. Names of Reporting Persons. Wexford Capital Corporation I.R.S. Identification Nos. of Above Persons (entities only) (Intentionally Omitted) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) AF 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Delaware Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 11,302,204 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 11,302,204 11. Aggregate Amount Beneficially Owned by Each Reporting Person 11,302,204 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 6.6% 14. Type of Reporting Person (See Instructions) CO Page 12 of 24 Pages CUSIP No. 402635-10-6 1. Names of Reporting Persons. Wexford Overseas Partners I, L.P. I.R.S. Identification Nos. of Above Persons (entities only) (Intentionally Omitted) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Cayman Islands Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 2,109,708 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 2,109,708 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,109,708 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 1.2% 14. Type of Reporting Person (See Instructions) PN Page 13 of 24 Pages CUSIP No. 402635-10-6 1. Names of Reporting Persons. Wexford Capital Limited I.R.S. Identification Nos. of Above Persons (entities only) (Intentionally Omitted) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) AF 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Cayman Islands Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 2,109,708 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 2,109,708 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,109,708 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 1.2% 14. Type of Reporting Person (See Instructions) OO Page 14 of 24 Pages No. 402635-10-6 1. Names of Reporting Persons. Charles E. Davidson I.R.S. Identification Nos. of Above Persons (entities only) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) AF 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization United States Number of Shares 7. Sole Voting Power 66,952,665 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 27,561,406 Reporting Person With 9. Sole Dispositive Power 66,952,665 10. Shared Dispositive Power (see Item 5 below) 27,561,406 11. Aggregate Amount Beneficially Owned by Each Reporting Person 94,514,071 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 54.86% 14. Type of Reporting Person (See Instructions) IN Page 15 of 24 Pages CUSIP No. 402635-10-6 1. Names of Reporting Persons. Joseph M. Jacobs I.R.S. Identification Nos. of Above Persons (entities only) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) AF 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization United States Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 27,561,406 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 27,561,406 11. Aggregate Amount Beneficially Owned by Each Reporting Person 27,561,406 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 16.0% 14. Type of Reporting Person (See Instructions) IN Page 16 of 24 Pages This Amendment No. 3 to Schedule 13D modifies and supplements the Schedule 13D (the "Statement") initially filed on July 22, 1997, amended and restated in its entirely by Amendment No. 1 to the Statement filed July 30, 1997, and further amended by Amendment No. [sic] 1 to the Statement filed on June 12, 1998, with respect to the common stock, $0.01 par value per share (the "Common Stock"), of GULFPORT ENERGY CORPORATION, a Delaware corporation (the "Company"). Except to the extent supplemented by the information contained in this Amendment No. 3, the Statement, as amended as provided above, remains in full force and effect. Capitalized terms used herein without definition have the respective meanings ascribed to them in the Statement. Item 5. Interest in Securities of the Issuer. A. Since the date of the last amendment to the Statement filed as aforesaid, the Reporting Persons acquired (i) on or about July 22, 1998, an aggregate of 35,848 shares of Common Stock in a pro-rata distribution to all holders of an Allowed Claim within Class D-3 pursuant to, as defined in, and in accordance with, the provisions of the Plan, and (ii) an aggregate of 92,082,704 shares of Common Stock upon the exercise of Rights acquired by the Reporting persons pursuant to the Plan, at an exercise price of $.05 per Right. The exercise price was paid by with working capital (or personal funds in the case of Mr. Davidson) by a combination of cash and the forgiveness of indebtedness at an equivalent per share value owed to the Reporting Persons by the Company. The number of shares acquired by each of the Reporting Persons pursuant to each of the foregoing transactions is set forth below: 1. INTERIM DISTRIBUTION