0000899243-16-025313.txt : 20160719
0000899243-16-025313.hdr.sgml : 20160719
20160719163035
ACCESSION NUMBER: 0000899243-16-025313
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160713
FILED AS OF DATE: 20160719
DATE AS OF CHANGE: 20160719
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: 161773733
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: 161773734
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: 161773735
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: 161773736
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
2016-07-13
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
2016-07-13
4
S
0
92200
0.2447
D
3445365
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 $0.2325 to $0.2688, 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 footnote (2) to this Form 4.
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.
2016-07-19
/s/ Kenneth A. Hersh, Authorized Member of GFW X, L.L.C., general partner of G.F.W. Energy X, L.P.
2016-07-19
/s/ Kenneth A. Hersh, Authorized Member of GFW X, L.L.C.
2016-07-19
/s/ Kenneth A. Hersh
2016-07-19