0000899243-16-024309.txt : 20160705 0000899243-16-024309.hdr.sgml : 20160705 20160705163154 ACCESSION NUMBER: 0000899243-16-024309 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160630 FILED AS OF DATE: 20160705 DATE AS OF CHANGE: 20160705 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Triangle Petroleum Corp CENTRAL INDEX KEY: 0001281922 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 980430762 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 1200 17TH STREET STREET 2: SUITE 2500 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-260-7125 MAIL ADDRESS: STREET 1: 1200 17TH STREET STREET 2: SUITE 2500 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: Triangle Petroleum CORP DATE OF NAME CHANGE: 20050525 FORMER COMPANY: FORMER CONFORMED NAME: PELOTON RESOURCES INC DATE OF NAME CHANGE: 20040226 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HERSH KENNETH A CENTRAL INDEX KEY: 0001032659 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34945 FILM NUMBER: 161750909 MAIL ADDRESS: STREET 1: 1675 BROADWAY STREET 2: SUITE 1950 CITY: DENVER STATE: CO ZIP: 80202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GFW X, L.L.C. CENTRAL INDEX KEY: 0001555576 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34945 FILM NUMBER: 161750910 BUSINESS ADDRESS: STREET 1: 125 E. JOHN CARPENTER FREEWAY STREET 2: SUITE 600 CITY: IRVING STATE: TX ZIP: 75062 BUSINESS PHONE: (972) 432-1440 MAIL ADDRESS: STREET 1: 125 E. JOHN CARPENTER FREEWAY STREET 2: SUITE 600 CITY: IRVING STATE: TX ZIP: 75062 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NGP Natural Resources X, L.P. CENTRAL INDEX KEY: 0001521229 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34945 FILM NUMBER: 161750911 BUSINESS ADDRESS: STREET 1: 125 EAST JOHN CARPENTER FREEWAY STREET 2: SUITE 600 CITY: IRVING STATE: TX ZIP: 75062 BUSINESS PHONE: 972-432-1440 MAIL ADDRESS: STREET 1: 125 EAST JOHN CARPENTER FREEWAY STREET 2: SUITE 600 CITY: IRVING STATE: TX ZIP: 75062 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: G.F.W. Energy X, L.P. CENTRAL INDEX KEY: 0001555496 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34945 FILM NUMBER: 161750912 BUSINESS ADDRESS: STREET 1: 5221 N. O'CONNOR BOULEVARD STREET 2: SUITE 1100 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: (972) 432-1440 MAIL ADDRESS: STREET 1: 5221 N. O'CONNOR BOULEVARD STREET 2: SUITE 1100 CITY: IRVING STATE: TX ZIP: 75039 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-06-30 0 0001281922 Triangle Petroleum Corp TPLM 0001555496 G.F.W. Energy X, L.P. 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING TX 75039 1 0 1 0 0001521229 NGP Natural Resources X, L.P. 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 1 0 0001555576 GFW X, L.L.C. 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 1 0 0001032659 HERSH KENNETH A 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 1 0 Common Stock 2016-06-30 4 S 0 140600 0.3044 D 3963100 I See Remarks Common Stock 2016-07-01 4 S 0 112735 0.2701 D 3850365 I See Remarks Pursuant to a Stock Purchase Agreement (the "Stock Purchase Agreement"), dated March 2, 2013, between Triangle Petroleum Corporation ("Triangle") and NGP Triangle Holdings, LLC ("NGP Triangle"), Triangle issued and sold a total of 9,300,000 shares of common stock of Triangle ("Common Stock") at a price of $6.00 per share as follows: 8,118,407 shares (the "NGP X Shares") of Common Stock to NGP Natural Resources X, L.P. ("NGP X") and 1,181,593 shares of Common Stock (the "NGP Parallel Shares") to NGP Natural Resources X Parallel Fund, L.P. ("NGP Parallel"). The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.2700 to $0.3456, inclusive. The reporting person undertakes to provide to Triangle Petroleum Corporation, any security holder of Triangle Petroleum Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) and (3) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.2437 to $0.3085, inclusive. NGP Triangle has the right to designate one member to the board of directors of Triangle pursuant to an Investment Agreement, dated as of July 31, 2012, between Triangle, NGP X and NGP Triangle, as amended by that certain Amendment to Investment Agreement, dated as of March 8, 2013. Accordingly, NGP X may be deemed to be a director by deputization. This form is jointly filed by NGP Triangle, NGP X, G.F.W. Energy X, L.P. ("G.F.W. Energy"), GFW X, L.L.C. ("GFW X") and Kenneth A. Hersh. Kenneth A. Hersh is an Authorized Member of GFW X, the general partner of G.F.W. Energy, which is the general partner of NGP X. Accordingly, each of Kenneth A. Hersh, GFW X and G.F.W. Energy may be deemed to share voting and dispositive power over the NGP X Shares, and as a result may be deemed to beneficially own the NGP X Shares. Furthermore, Kenneth A. Hersh is an Authorized Member of GFW X, the general partner of G.F.W. Energy, which is the general partner of NGP Parallel. Although NGP Parallel is not a joint filer hereto, each of Kenneth A. Hersh, GFW X and G.F.W. Energy may be deemed to share voting and dispositive power over the NGP Parallel Shares. Each of Kenneth A. Hersh, GFW X, G.F.W. Energy and NGP X disclaim beneficial ownership of the reported securities in excess of their pecuniary interests therein. /s/ Kenneth A. Hersh, Authorized Member of GFW X, L.L.C., general partner of G.F.W. Energy X, L.P., general partner of NGP Natural Resources X, L.P. 2016-07-05 /s/ Kenneth A. Hersh, Authorized Member of GFW X, L.L.C., general partner of G.F.W. Energy X, L.P. 2016-07-05 /s/ Kenneth A. Hersh, Authorized Member of GFW X, L.L.C. 2016-07-05 /s/ Kenneth A. Hersh 2016-07-05