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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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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) |
10/26/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| 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)
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| 6 | Citizenship or place of organization
PANAMA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
17,915,791.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
27.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| 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
18,115,791.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
27.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| 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. 5 amends and supplements the Schedule 13D filed on March 12, 2026 (as amended by Amendment No. 1, dated March 16, 2026, Amendment No. 2, dated March 19, 2026, Amendment No. 3, dated April 14, 2026, Amendment No. 4, dated September 4, 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. 5 and not otherwise defined shall have the same meanings ascribed to them in the Schedule 13D. Except as specifically amended by this Amendment No. 5, the Schedule 13D is unchanged.
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| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:
The information set forth in Item 6 to this Schedule 13D is incorporated by reference. | ||
| 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 64,896,377 Common Shares issued and outstanding as of June 30, 2026, as reported in the Issuer's Current Report on Form 6-K dated August 5, 2026. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information:
On October 26, 2026, the Issuer, GeoPark USA, LLC and PEH entered into Amendment No. 1 to the SPA (the "SPA Amendment"). Prior to the SPA Amendment, the SPA provided that, at the closing of the Miranda Transaction, the Issuer would issue to PEH (i) 42,135,872 Common Shares (the "Closing Shares") plus, (ii) if the Venezuelan CIT rate (the "CIT Rate") applicable at closing fell within certain specified ranges (each below 50%), up to 5,421,589 additional Common Shares (the "Additional Consideration Shares"). Pursuant to the SPA Amendment, if closing occurs before December 1, 2026, the number of Additional Consideration Shares to be issued to PEH will be determined not only by reference to the CIT Rate applicable at closing, but also to the CIT Rate applicable at December 1, 2026. Certain representations and warranties of the Issuer and GeoPark USA, LLC in the SPA will be provided also as of the date of the issuance of Additional Consideration Shares (if different from the closing date).
The foregoing description of the SPA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA Amendment, which is filed as Exhibit 99.1 hereto and incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
99.1. Amendment No. 1 to the Share Purchase Agreement, dated as of October 26, 2026, by and among GeoPark Limited, GeoPark USA, LLC and Panamerican Energy Holdings S.A. | ||
| 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.
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