UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
Gulf Island Fabrication, Inc.
(Name
of Issuer)
Common Stock, no par value
(Title
of Class of Securities)
402307 10 2
(CUSIP
Number)
Starboard
Enterprises, L.L.C.
Attn:
Susan Laborde Couvillon
601
Poydras Street, Suite 1726
New
Orleans, Louisiana 70130
(504) 523-1445
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
November 16, 2018
(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).
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CUSIP
No. 402307 10 2
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(1)
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Names
of Reporting Persons
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Starboard
Enterprises, L.L.C.
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(2)
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Check
the Appropriate Box if a Member of a Group(See
Instructions)
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(a)
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(b)
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(3)
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SEC Use
Only
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(4)
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Source
of Funds (See Instructions)
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N/A
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(5)
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Check
if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
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(6)
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Citizenship
or Place of Organization
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Louisiana
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Number
of Shares Beneficially Owned by Each Reporting Person
with
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(7)
Sole Voting Power
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753,971
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(8)
Shared Voting Power
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0
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(9)
Sole Dispositive Power
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753,971
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(10)
Shared Dispositive Power
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0
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(11)
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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753,971*
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(12)
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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(13)
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Percent
of Class Represented by Amount in Row (11)
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4.99%**
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(14)
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Type of
Reporting Person (See Instructions)
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OO
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* The
managers of Starboard Enterprises, L.L.C. are Susan Laborde
Couvillon, James Monroe Laborde, John P. Laborde, Stephanie B.
Laborde and Jane Laborde Roussel.
**
Based on 15,083,221 total shares outstanding as of November 8, 2018
as reported in Gulf Island’s Form 10-Q for the quarter ended
September 30, 2018.
Explanatory Note
This
Amendment No. 6 to Schedule 13D (this “Amendment”) amends the
Schedule 13D filed on January 8, 2002 and amended by Amendment No.
1 dated February 25, 2005, Amendment No. 2 dated March 8, 2005,
Amendment No. 3 dated September 29, 2005, Amendment No. 4 dated
November 14, 2005, and Amendment No. 5 dated December 11, 2014 (as
amended, the “Original Schedule 13D”
and, together with this Amendment, this “Schedule 13D”) relating
to the shares of common stock, no par value per share, of Gulf
Island Fabrication, Inc., a Louisiana corporation
(“Gulf
Island”). This Amendment amends Items 1, 4 and 5, as
set forth below.
This
Amendment is being filed to report that, as a result of the
transactions described herein, on November 23, 2018, Starboard
Enterprises, L.L.C. (“Starboard”) ceased to be
the beneficial owner of more than five percent of Gulf
Island’s outstanding common stock. The filing of this
Amendment No. 6 represents the final amendment to this Schedule 13D
and constitutes an exit filing for the Starboard.
Item
1.
Security and Issuer.
This
statement relates to the common stock, no par value per share, of
Gulf Island. The address of the principal executive offices of Gulf
Island is 16225 Park Ten Place, Suite 300, Houston, Texas
77084.
Item
4.
Purpose of Transaction.
Item 4
of the Schedule 13D is hereby amended to add the
following:
For tax
planning purposes for 2018, Starboard sold an aggregate of 28,028
shares of Gulf Island common stock between November 15, 2018 and
November 23, 2018. These sales are further described in Item
5.
Item
5.
Interest in Securities of the Issuer.
The
answer to Item 3 of this Schedule 13D is incorporated by reference
in partial response to this Item 5.
(a),
(b) and (d) As of the date of this filing, Starboard is the
beneficial owner of 753,971 shares
of Gulf Island common stock, representing 4.99% of the aggregate
shares of Gulf Island common stock outstanding as of November 8,
2018. Starboard, through the Managers, has sole power to vote or to
direct the vote and to dispose or to direct the disposition of such
shares directly held by Starboard. Pursuant to Starboard’s
organizational documents, the Managers act by majority vote,
although Mr. John P. Laborde recuses himself from Starboard’s
decisions related to the Gulf Island common stock.
Set
forth below with respect to each of the Managers is the total
number of shares of Gulf Island common stock deemed beneficially
owned by such Manager as of the date hereof, the number of such
shares as to which such Manager has sole voting and dispositive
power, and the number of such shares as to which such Manager has
shared voting and dispositive power. Each such Manager beneficially
owns less than 1% of the outstanding shares of Gulf Island common
stock. For purposes of the response to this Item 5(a), (b), and
(d), beneficial ownership is determined in accordance with Rule
13d-3 of the SEC based on information furnished by each such
Manager.
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Name
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Number of Shares
of Common Stock Beneficially Owned with Sole Voting and Dispositive
Power
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Number of Shares
of Common Stock Beneficially Owned with Shared Voting and
Dispositive Power (1)
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Total Number of
Shares of Common Stock Beneficially
Owned
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Susan
Laborde Couvillon
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19,700
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0
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19,700
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James
Monroe Laborde
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4,257
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1,000(2)
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5,257
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John P.
Laborde
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33,708
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0
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33,708
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Stephanie
B. Laborde
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13,436
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0
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13,436
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Jane
Laborde Roussel
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1,000
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28,000(3)
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29,000
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_________________________
(1)
See notes (2) and
(3) below. Each person identified in notes (2) and (3) below as
holding shares of Gulf Island common stock has the right to receive
and the power to direct the receipt of dividends from, and the
proceeds from the sale of, such shares of Gulf Island common stock
held by such person, respectively.
(2)
Such shares are
held directly by James Monroe Laborde’s wife.
(3)
Such shares are
held directly by a daughter of Jane Laborde Roussel.
(c) The
following table sets forth Starboard’s transactions in Gulf
Island’s common stock in the past 60 days. In addition, John
P. Laborde acquired 7,426 shares of Gulf Island common stock on
October 25, 2018 as a result of the vesting of restricted stock
units he received as a director of Gulf Island. Except as set forth
herein, no transactions in shares of Gulf Island common stock were
transacted by Starboard or any of the Managers during the sixty-day
period prior to the date of this filing.
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Nature of the
Transaction
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Shares
Sold
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Weighted-Average
Sale Price Per Share($)
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Date of
Sale
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Sale of
Common Stock
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7,300
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$8.020
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11/15/2018
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Sale of
Common Stock
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15,808
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$8.020
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11/16/2018
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Sale of
Common Stock
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800
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$8.023
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11/19/2018
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Sale of
Common Stock
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3,920
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$8.002
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11/20/2018
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Sale of
Common Stock
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200
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$8.000
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11/23/2018
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(e) On
November 23, 2018, Starboard ceased to be the beneficial owner of
more than five percent of Gulf Island’s outstanding common
stock.
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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Starboard
Enterprises, L.L.C.
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Date November 27,
2018
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By:
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/s/ Susan Laborde
Couvillon
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Susan Laborde
Couvillon
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Manager
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