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Washington, D.C. 20549

GULFPORT ENERGY CORPORATION

(Name of Issuer)

Shares of Common Stock, par value $0.01 per share

(Title of Class of Securities)

402635304

(CUSIP Number)

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

 

 

CUSIP No.		402635304

**SEE ITEM 4.

CUSIP No.		402635304

**SEE ITEM 4.

CUSIP No.		402635304

**SEE ITEM 4.

CUSIP No.		402635304

**SEE ITEM 4.

CUSIP No.		402635304

**SEE ITEM 4.

CUSIP No.		402635304

**SEE ITEM 4.

SCHEDULE 13G/A

This Amendment No. 5 to Schedule 13G (the “Amendment”) is an amendment to the initial statement on Schedule 13G relating to shares of common stock, par value $0.01 per share (the “Common Stock”) of Gulfport Energy Corporation, a Delaware corporation (the “Issuer”), filed with the Securities and Exchange Commission (the “SEC”) on March 10, 2005, (the “Schedule 13G”).

This Amendment is being filed on behalf of Southpoint Capital Advisors LLC, a Delaware limited liability company (“Southpoint CA LLC”), Southpoint GP, LLC, a Delaware limited liability company (“Southpoint GP LLC”), Southpoint Capital Advisors LP, a Delaware limited partnership (“Southpoint Advisors”), Southpoint GP, LP, a Delaware limited partnership (“Southpoint GP”), Robert W. Butts and John S. Clark II. Southpoint CA LLC is the general partner of Southpoint Advisors. Southpoint GP LLC is the general partner of Southpoint GP. Southpoint GP is the general partner of Southpoint Fund LP, a Delaware limited partnership (the “Fund”), Southpoint Qualified Fund LP, a Delaware limited partnership (the “Qualified Fund”), and Southpoint Master Fund, LP, a Cayman Islands exempted limited partnership (the “Master Fund”). Southpoint Offshore Fund, Ltd., a Cayman Island exempted company (the “Offshore Fund”), is also a general partner of the Master Fund. This Amendment relates to shares of Common Stock of the Issuer purchased by the Fund, the Qualified Fund and the Master Fund.

Item 4		Ownership.

Item 4 is hereby amended and restated as follows:

	(a)		Southpoint CA LLC, Southpoint GP LLC, Southpoint GP, Southpoint Advisors, Robert W. Butts and John S. Clark II may be deemed the beneficial owners of 4,237,621 shares of Common Stock.
	(b)		Southpoint CA LLC, Southpoint GP LLC, Southpoint GP, Southpoint Advisors, Robert W. Butts and John S. Clark II may be deemed the beneficial owners of 9.94% of the outstanding shares of Common Stock. This percentage was determined by dividing 4,237,621 by 42,627,456 which is the total number of shares of Common Stock outstanding as of October 31, 2008, according to the Issuer’s Form filed on November 17, 2008 with the Securities and Exchange Commission.
	(c)		Southpoint CA LLC, Southpoint GP LLC, Southpoint GP, Southpoint Advisors, Robert W. Butts and John S. Clark II have the sole power to vote and dispose of the 4,237,621 shares of Common Stock beneficially owned.

Item 10		Certification.

By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and were not held for the purpose of or with the effect of changing or influencing the control of the issuer

of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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.

Date: February 17, 2009