SC 13D/A 1 d310461dsc13da.htm SC 13D/AMENDMENT NO. 17 SC 13D/Amendment No. 17

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 17)*

 

 

TransAtlantic Petroleum Ltd.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

G89982113

(CUSIP Number)

Dalea Management, LLC

16803 Dallas Parkway Suite 300

Addison, Texas 75001

Attention: Christine Stroud

(972) 590-9879

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 27, 2017

(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  ☐.

 

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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 (the “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/A

 

CUSIP No. G89982113  

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Dalea Partners, LP

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS

 

OO*    

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)  ☐

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Oklahoma

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7    

SOLE VOTING POWER

 

-0-

     8   

SHARED VOTING POWER

 

13,008,712**

     9   

SOLE DISPOSITIVE POWER

 

-0-

   10   

SHARED DISPOSITIVE POWER

 

13,008,712**

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

13,008,712**

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

26.4%**

14  

TYPE OF REPORTING PERSON

 

PN

 

* See Item 3.
** While the above figures include all of the 1,921,668 common shares into which Dalea Partners’ Series A Preferred Shares are convertible, please see Item 3 with respect to the limitation on such conversion pursuant to the Mitchell Beneficial Ownership Cap.

Schedule 13D/A

 

CUSIP No. G89982113  

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Dalea Management, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS

 

OO*    

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)  ☐

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Oklahoma

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7    

SOLE VOTING POWER

 

-0-

     8   

SHARED VOTING POWER

 

13,008,712**

     9   

SOLE DISPOSITIVE POWER

 

-0-

   10   

SHARED DISPOSITIVE POWER

 

13,008,712**

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

13,008,712**

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

26.4%**

14  

TYPE OF REPORTING PERSON

 

CO

 

* See Item 3.
** While the above figures include all of the 1,921,668 common shares into which Dalea Partners’ Series A Preferred Shares are convertible, please see Item 3 with respect to the limitation on such conversion pursuant to the Mitchell Beneficial Ownership Cap.

Schedule 13D/A

 

CUSIP No. G89982113  

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Longfellow Energy, LP

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS

 

OO*

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)  ☐

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Texas

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7    

SOLE VOTING POWER

 

-0-

     8   

SHARED VOTING POWER

 

3,958,333

     9   

SOLE DISPOSITIVE POWER

 

-0-

   10   

SHARED DISPOSITIVE POWER

 

3,958,333

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,958,333

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

8.4%

14  

TYPE OF REPORTING PERSON

 

PN

 

* See Item 3.

Schedule 13D/A

 

CUSIP No. G89982113  

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Deut 8, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS

 

OO*    

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)  ☐

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Texas

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7    

SOLE VOTING POWER

 

-0-

     8   

SHARED VOTING POWER

 

3,958,333

     9   

SOLE DISPOSITIVE POWER

 

-0-

   10   

SHARED DISPOSITIVE POWER

 

3,958,333

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,958,333

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

8.4%

14  

TYPE OF REPORTING PERSON

 

CO

 

* See Item 3.

Schedule 13D/A

 

CUSIP No. G89982113  

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Pinon Foundation

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS

 

OO*    

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)  ☐

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Oklahoma

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7    

SOLE VOTING POWER

 

-0-

     8   

SHARED VOTING POWER

 

10,364,567

     9   

SOLE DISPOSITIVE POWER

 

-0-

   10   

SHARED DISPOSITIVE POWER

 

10,364,567

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

10,364,567**

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

18.3%**

14  

TYPE OF REPORTING PERSON

 

PN

 

* See Item 3.
** While the above figures include all of the 9,379,570 common shares into which Pinon Foundation’s Series A Preferred Shares are convertible, please see Item 3 with respect to the limitation on such conversion pursuant to the Mitchell Beneficial Ownership Cap.

Schedule 13D/A

 

CUSIP No. G89982113  

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

N. Malone Mitchell, 3rd

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS

 

OO*    

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)  ☐

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7    

SOLE VOTING POWER

 

530,730

     8   

SHARED VOTING POWER

 

28,094,363

     9   

SOLE DISPOSITIVE POWER

 

530,730

   10   

SHARED DISPOSITIVE POWER

 

28,094,363

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

28,625,093**

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

48.5%**

14  

TYPE OF REPORTING PERSON

 

IN

 

* See Item 3.
** Please see Item 3 re: the Mitchell Beneficial Ownership Cap.

Schedule 13D/A

 

CUSIP No. G89982113  

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Amy Mitchell

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS

 

OO*    

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)  ☐

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7    

SOLE VOTING POWER

 

25,000

     8   

SHARED VOTING POWER

 

28,094,363

     9   

SOLE DISPOSITIVE POWER

 

25,000

   10   

SHARED DISPOSITIVE POWER

 

28,094,363

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

28,119,363**

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

48.0%**

14  

TYPE OF REPORTING PERSON

 

IN

 

* See Item 3.
** Please see Item 3 re: the Mitchell Beneficial Ownership Cap.

AMENDMENT NO. 17 TO SCHEDULE 13D

This Amendment No. 17 to Schedule 13D (this “Seventeenth Amendment”) amends and supplements the Schedule 13D originally filed on April 17, 2008, as amended by Amendment No. 1 on June 25, 2008, Amendment No. 2 on August 28, 2008, Amendment No. 3 on September 29, 2008, Amendment No. 4 on December 30, 2008, Amendment No. 5 on July 2, 2009, Amendment No. 6 on December 3, 2009, Amendment No. 7 on September 13, 2010, Amendment No. 8 on May 17, 2011, Amendment No. 9 on March 23, 2012, Amendment No. 10 on January 10, 2014, Amendment No. 11 on January 14, 2015, Amendment No. 12 on May 5, 2015, Amendment No. 13 on August 28, 2015, Amendment No. 14 on April 13, 2016, Amendment No. 15 on July 12, 2016, and Amendment No. 16 on December 1, 2016 (collectively, the “Schedule 13D”). Unless otherwise indicated, all capitalized terms used but not defined herein shall have the same meaning ascribed to them in the Schedule 13D.

This Seventeenth Amendment is being filed to make updates and amendments to the Schedule 13D as follows:

 

Item 1. Security and Issuer

There are no changes to the Item 1 information previously filed.

 

Item 2. Identity and Background

Item 2 is hereby amended and supplemented by deleting ANBE Holdings and ANBE, LLC from the definition of “Reporting Persons.”

 

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and supplemented by adding the following sentence thereto:

On February 27, 2017, the ANBE Note was repaid in full, following the closing of Issuer’s sale of Thrace Basin Natural Gas (Turkiye) Corporation.

 

Item 4. Purpose of the Transaction

There are no changes to the Item 4 information previously filed.

 

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended and restated to read in their entirety as follows:

(a) Amount beneficially owned:

 

  (i) Dalea Partners beneficially owns the aggregate number and percentage of the Issuer’s common shares as stated in Rows 11 and 13 of the Dalea Partners cover page of this Seventeenth Amendment.

  (ii) Dalea Management beneficially owns the aggregate number and percentage of the Issuer’s common shares as stated in Rows 11 and 13 of the Dalea Management cover page of this Seventeenth Amendment.

 

  (iii) Longfellow beneficially owns the aggregate number and percentage of the Issuer’s common shares as stated in Rows 11 and 13 of the Longfellow cover page of this Seventeenth Amendment.

 

  (iv) Deut 8 beneficially owns the aggregate number and percentage of the Issuer’s common shares as stated in Rows 11 and 13 of the Deut 8 cover page of this Seventeenth Amendment.

 

  (v) Pinon Foundation beneficially owns the aggregate number and percentage of the Issuer’s common shares as stated in Rows 11 and 13 of the Pinon Foundation cover page of this Seventeenth Amendment.

 

  (vi) Mitchell beneficially owns the aggregate number and percentage of the Issuer’s common shares as stated in Rows 11 and 13 of the Mitchell cover page of this Seventeenth Amendment.

 

  (vii) Amy Mitchell beneficially owns the aggregate number and percentage of the Issuer’s common shares as stated in Rows 11 and 13 of the Amy Mitchell cover page of this Seventeenth Amendment.

(b) Power to Vote/ Power to Dispose:

 

  (i) Dalea Partners shares the power to vote and the power to dispose the amount of the Issuer’s common shares listed in Rows 8 and 10 of the Dalea Partners cover page of this Seventeenth Amendment.

 

  (ii) Dalea Management shares the power to vote and the power to dispose the amount of the Issuer’s common shares listed in Rows 8 and 10 of the Dalea Management cover page of this Seventeenth Amendment.

 

  (iii) Longfellow shares the power to vote and the power to dispose the amount of the Issuer’s common shares listed in Rows 8 and 10 of the Longfellow cover page of this Seventeenth Amendment.

 

  (iv) Deut 8 shares the power to vote and the power to dispose the amount of the Issuer’s common shares listed in Rows 8 and 10 of the Deut 8 cover page of this Seventeenth Amendment.

 

  (v) Pinon Foundation shares the power to vote and the power to dispose the amount of the Issuer’s common shares listed in Rows 8 and 10 of the Pinon Foundation cover page of this Seventeenth Amendment

  (vi) Mitchell possesses the sole power to vote and the sole power to dispose the amount of the Issuer’s common shares listed in Rows 7 and 9 of the Mitchell cover page of this Seventeenth Amendment. Mitchell shares the power to vote and the power to dispose the amount of the Issuer’s common shares listed in Rows 8 and 10 of the Mitchell cover page of this Seventeenth Amendment.

 

  (vii) Amy Mitchell possesses the sole power to vote and the sole power to dispose the amount of the Issuer’s common shares listed in Rows 7 and 9 of the Amy Mitchell cover page of this Seventeenth Amendment. Amy Mitchell shares the power to vote and the power to dispose the amount of the Issuer’s common shares listed in Rows 8 and 10 of the Amy Mitchell cover page of this Seventeenth Amendment.

(c) See Item 3. Mitchell made the following open market acquisitions of Issuer’s common shares during the last 60 days:

 

Date

    Shares    Price     

Ownership

Form

03/27/2017    20,000    $ 1.17      Direct
03/27/2017    20,000    $ 1.17      Indirect (by ANBE Holdings)
03/28/2017    20,000    $ 1.234      Direct
03/28/2017    20,000    $ 1.234      Indirect (by ANBE Holdings)
03/29/2017    20,000    $ 1.295      Direct
03/29/2017    20,000    $ 1.295      Indirect (by ANBE Holdings)
03/30/2017    20,000    $ 1.308      Direct
03/30/2017    20,000    $ 1.308      Indirect (by ANBE Holdings)
03/31/2017    20,000    $ 1.354      Direct
03/31/2017    20,000    $ 1.354      Indirect (by ANBE Holdings)

(d) Not applicable. See Item 3.

(e) Each of ANBE Holdings and ANBE, LLC ceased being deemed to beneficially own more that than five percent of the common shares of the Issuer on February 27, 2017, upon the repayment of the ANBE Note.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

There are no changes to the Item 6 information previously filed.

 

Item 7. Material to be Filed As Exhibits.

 

Exhibit

   

Description

   

Filing

1    Joint Filing Agreement    Filed as Exhibit 1 to Fifteenth Amendment to Schedule 13D filed with the SEC on July 12, 2016.

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: April 19, 2017

 

DALEA PARTNERS, LP
By:  

Dalea Management, LLC,

its general partner

By:  

/s/ N. Malone Mitchell, 3rd

Name:   N. Malone Mitchell, 3rd
Title:   Manager
DALEA MANAGEMENT, LLC
By:  

/s/ N. Malone Mitchell, 3rd

Name:   N. Malone Mitchell, 3rd
Title:   Manager
LONGFELLOW ENERGY, LP
By:  

Deut 8, LLC,

its general partner

By:  

/s/ N. Malone Mitchell, 3rd

Name:   N. Malone Mitchell, 3rd
Title:   Manager
DEUT 8, LLC
By:  

/s/ N. Malone Mitchell, 3rd

Name:   N. Malone Mitchell, 3rd
Title:   Manager
PINON FOUNDATION
By:  

/s/ N. Malone Mitchell, 3rd

Name:   N. Malone Mitchell, 3rd
Title:   Director

/s/ N. Malone Mitchell, 3rd

N. MALONE MITCHELL, 3rd

/s/ Amy Mitchell

AMY MITCHELL