SC 13G/A 1 p17-1837sc13ga.htm GRAN TIERRA ENERGY INC.

 

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 

SCHEDULE 13G/A*

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)

 

Gran Tierra Energy Inc.

(Name of Issuer)
 

Common Stock, $0.001 par value per share

(Title of Class of Securities)
 

38500T101

(CUSIP Number)
 

December 31, 2016

(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 11 Pages)

 

______________________________

*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 the disclosures provided in a prior cover page.

The information required in 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).

 

 

CUSIP No. 38500T10113G/APage 2 of 11 Pages

 

1

NAMES OF REPORTING PERSONS

 

Amber Capital Management LP

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

11,894,520

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

11,894,520

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,894,520

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.0%

12

TYPE OF REPORTING PERSON

OO

         

 

 

 

CUSIP No. 38500T10113G/APage 3 of 11 Pages

 

1

NAMES OF REPORTING PERSONS

 

Amber Capital UK LLP

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United Kingdom

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

9,828,350

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

9,828,350

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,828,350

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.5%

12

TYPE OF REPORTING PERSON

IA

         

 

 

 

CUSIP No. 38500T10113G/APage 4 of 11 Pages

 

1

NAMES OF REPORTING PERSONS

 

Amber Capital LP

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware, United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

11,894,520

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

11,894,520

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,894,520

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.0%

12

TYPE OF REPORTING PERSON

PN

         

 

 

 

CUSIP No. 38500T10113G/APage 5 of 11 Pages

 

1

NAMES OF REPORTING PERSONS

 

Amber Global Opportunities Master Fund Ltd.

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

9,828,350

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

9,828,350

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,828,350

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.5%

12

TYPE OF REPORTING PERSON

OO

         

 

 

 

CUSIP No. 38500T10113G/APage 6 of 11 Pages

 

1

NAMES OF REPORTING PERSONS

 

Joseph Oughourlian

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

France

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

11,894,520

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

11,894,520

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,894,520

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.0%

12

TYPE OF REPORTING PERSON

IN

         

 

 

 

 

CUSIP No. 38500T10113G/APage 7 of 11 Pages

 

Item 1(a). NAME OF ISSUER.
   
  The name of the issuer is Gran Tierra Energy Inc. (the "Company").

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
   
 

The Company's principal executive offices are located at 300, 625 – 11th Avenue S.W.

Calgary, Alberta, Canada T2R 0E1.

 

Item 2(a). NAME OF PERSON FILING:

 

  This statement is filed by:
   
  (i) Amber Capital Management LP (“Amber Capital Management”), duly incorporated in the Cayman Islands and, in its capacity as manager controls Amber UK and Amber Capital, with respect to the Common Stock directly held by Amber Global (as defined below) and Valdivia Energy LP ("Valdivia"), a Delaware limited partnership;
   
  (ii) Amber Capital UK LLP (“Amber UK”), a Limited Liability Partnership incorporated, authorized and regulated by the Financial Conduct Authority in the United Kingdom, with respect to the Common Stock directly held by Amber Global;
     
  (iii) Amber Capital LP (“Amber Capital”), a Delaware limited partnership, with respect to the Common Stock directly held by Amber Global and Valdivia;
     
  (iv) Amber Global Opportunities Master Fund Ltd. ("Amber Global") , a Cayman Island exempted company, with respect to the Common Stock directly held by it; and
     
  (v) Joseph Oughourlian ("Mr. Oughourlian"), managing member of Amber Capital Management GP Ltd., the general partner of Amber Capital Management, with respect to the Common Stock directly held by Amber Global and Valdivia.
   
  The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."  
   
  The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Sections 13 of the Securities Exchange Act of 1934, the beneficial owner of these shares.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 

  The address of the business office of each of the Reporting Persons is:
   
  (i) Amber Capital Management: PO Box 309 Ugland House, Grand Cayman, KY1-1104, Cayman Islands;

 

 

CUSIP No. 38500T10113G/APage 8 of 11 Pages

 

  (ii) Amber UK: Kent House, 14-17 Market Place, London, United Kingdom W1W 8AJ;
     
  (iii) Amber Capital:  900 Third Avenue, Suite 1103, New York, New York, 10022, USA;
     
  (iv) Amber Global: PO Box 309 Ugland House, Grand Cayman, KY1-1104, Cayman Islands; and
     
  (v) Mr. Oughourlian:  14-17 Market Place, London, United Kingdom, W1W 8AJ.

 

Item 2(c). CITIZENSHIP:

 

  Amber Capital Management is a limited partnership organized under the laws of the Cayman Islands. Amber UK is a limited liability partnership organized under the laws of the United Kingdom. Amber Capital is a limited partnership organized under the laws of the State of Delaware. Amber Global is an exempted company organized under the laws of the Cayman Islands. Mr. Oughourlian is a citizen of France.

 

Item 2(d). TITLE OF CLASS OF SECURITIES:
   
  Common Stock, $0.001 par value per share (the "Common Stock").

 

Item 2(e). CUSIP NUMBER:
   
  38500T101

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
  (e) ¨ Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

Employee benefit plan or endowment fund in accordance with

Rule 13d-1(b)(1)(ii)(F);

 

 

 

CUSIP No. 38500T10113G/APage 9 of 11 Pages

 

  (g) ¨

Parent holding company or control person in accordance with

Rule 13d-1(b)(1)(ii)(G);

  (h) ¨

Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

  (i) ¨

Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

 

  (j) ¨ Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: ________________________________________

 

Item 4. OWNERSHIP.

 

   

The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

 

The percentages used herein are calculated based upon 390,636,531 shares of Common Stock reporting to be issued and outstanding in the Issuer's Rule 424(b)(5) prospectus filed on November 23, 2016 following the completion of the offering reported therein.

 

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ý

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
  See Item 2.

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
   
  Not applicable.

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
  Not applicable.

 

 

 

CUSIP No. 38500T10113G/APage 10 of 11 Pages

 

Item 9. NOTICE OF DISSOLUTION OF GROUP.
   
  Not applicable.

 

Item 10. CERTIFICATION.

 

  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

CUSIP No. 38500T10113G/APage 11 of 11 Pages

 

SIGNATURES

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

DATED: September 11, 2017

 

AMBER CAPITAL MANAGEMENT lp    
     
By:   /s/ Joseph Oughourlian    
Name: Joseph Oughourlian    
Title: Authorised Signatory    
     
     
amber capital Uk LLP    
     
By:   /s/ Joseph Oughourlian    
Name: Joseph Oughourlian    
Title: Authorised Signatory    
       
       
amber capital LP    
     
By:   /s/ Joseph Oughourlian    
Name: Joseph Oughourlian    
Title: Authorised Signatory    
       
Amber Global Opportunities Master Fund Ltd.    
     
By:   /s/ Joseph Oughourlian    
Name: Joseph Oughourlian    
Title: Authorised Signatory    
       
/s/ Joseph Oughourlian    
Joseph Oughourlian