Form SCHEDULE 13D/A GeoPark Ltd Filed by: Colden Investments S.A.
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
GeoPark Limited (Name of Issuer) |
Common Shares, par value $0.001 per share (Title of Class of Securities) |
(CUSIP Number) |
Oliverio Lew 1170 Kane Concourse, Suite 500, Bay Harbor Islands, FL, 33154 305-861-9477 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/19/2026 (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.
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).
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Colden Investments S.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(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
PANAMA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
16,463,243.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
25.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Rows 8, 10 and 11 reflect the 16,463,243 common shares of GeoPark Limited, an exempted company limited by shares incorporated under the Laws of Bermuda (the "Issuer"), owned by Colden Investments S.A., a Panama sociedad anonima ("Colden"). These shares may be deemed to be beneficially owned by Jaime Gilinski, the sole shareholder and ultimate beneficial owner of Colden.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Jaime Gilinski | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
PANAMA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
16,663,243.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
25.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Rows 8, 10 and 11 include (i) 16,463,243 common shares of the Issuer owned by Colden, which may be deemed to be beneficially owned by Jaime Gilinski, the sole shareholder and ultimate beneficial owner of Colden and (ii) 200,000 common shares of the Issuer owned by Spaldy Investments Limited, a BVI Business Company existing and operating under the laws of the British Virgin Islands ("Spaldy"), which may be deemed to be beneficially owned by Jaime Gilinski, the sole shareholder and ultimate beneficial owner of Spaldy.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, par value $0.001 per share | |
| (b) | Name of Issuer:
GeoPark Limited | |
| (c) | Address of Issuer's Principal Executive Offices:
Calle 94 No. 11-30, 8 Piso, Bogota,
COLOMBIA
, 00000. | |
Item 1 Comment:
This Amendment No. 2 amends and supplements the Schedule 13D filed on March 12, 2026 (as amended by Amendment No. 1, dated March 16, 2026, and as further amended from time to time, the "Schedule 13D") by Colden Investments S.A., a Panama sociedad anonima ("Colden") and Jaime Gilinski (collectively, the "Reporting Persons"), relating to common shares, par value US$0.001 per share ("Common Shares"), of GeoPark Limited, an exempted company limited by shares incorporated under the Laws of Bermuda (the "Issuer").
Capitalized terms used in this Amendment No. 2 and not otherwise defined shall have the same meanings ascribed to them in the Schedule 13D. Except as specifically amended by this Amendment No. 2, the Schedule 13D is unchanged.
| ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information:
On March 17, 2026, Colden acquired 23,418 Common Shares for an aggregate purchase price of $222,288.34.
On March 18, 2026, olden acquired 563,213 Common Shares for an aggregate purchase price of $5,581,778.43.
On March 19, 2026, Colden acquired 488,309 Common Shares for an aggregate purchase price of $4,975,762.98.
The source of funds for these acquisitions was the personal funds of Jaime Gilinski.
| ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information set forth in Rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference.
The percentage of Common Shares outstanding is calculated based on 64,625,278 Common Shares issued and outstanding as of March 5, 2026, as reported in the Issuer's Form 6-K filed on March 6, 2026.
| |
| (b) | The information set forth in Rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference. | |
| (c) | Item 5(c) of the Schedule 13D is hereby amended and supplemented by adding the following information:
On March 17, 2026, Colden purchased 23,418 Common Shares in the open market, at a weighted average price per share of $9.49 (multiple transactions at prices ranging from $9.46 to $9.50, inclusive).
On March 18, 2026, Colden purchased 563,213 Common Shares in the open market, at a weighted average price per share of $9.91 (multiple transactions at prices ranging from $9.79 to $9.92, inclusive).
On March 19, 2026, Colden purchased 488,309 Common Shares in the open market, at a weighted average price per share of $10.19 (multiple transactions at prices ranging from $10.10 to $10.20, inclusive).
| |
| 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.
|
|
|
|
|