8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March [30], 2016

Gran Tierra Energy Inc.
(Exact name of registrant as specified in its charter)

Nevada	000-34018	98-0479924
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200, 150-13th Avenue S.W. Calgary, Alberta, Canada	T2R 0V2
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (403) 265-3221

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Information.

On March 30, 2016, Gran Tierra Energy Inc., a Nevada corporation (the “Company”), issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference, announcing that it intends to commence a private offering of convertible senior notes due 2021 (the “Offering”).

In connection with the Offering, the Company made the following disclosures:

● The Company anticipates amending its credit facility to permit the issuance of the notes in the Offering and to provide for an event of default upon the occurrence of a fundamental change.  As a result of the amendment, the Company expects to be limited in its ability to maintain certain cash balances in excess of $35 million while loans are outstanding under the credit facility, and will be required to use such excess cash to prepay outstanding borrowings.

● The Company’s strategy is to efficiently grow and diversify its portfolio of exploration, development and production opportunities in Colombia and we are seeking opportunities to leverage our financial strength to expand our Colombian operations and asset base. In this regard, we regularly evaluate oil and gas acquisition opportunities in the geographic regions where we operate and are currently in discussions involving such opportunities, some of which involve substantial reserves and production. Although we cannot predict whether or when we will be successful in acquiring additional oil and gas properties in our geographic regions, any such acquisition could be significant. We would expect that any such transaction would be funded with cash on hand, including from the proceeds of this offering, borrowings under our credit facility, the issuance of additional debt securities and/or the issuance of additional equity securities.

This announcement shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. The notes will not be registered under the Securities Act of 1933 or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act of 1933 and applicable state securities laws.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release, dated March 30, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Gran Tierra Energy Inc.
Date: March 30, 2016	By:	/s/ David Hardy
		David Hardy
		V.P. Legal and General Counsel

EXHIBIT INDEX

99.1 Press Release, dated March 30, 2016.

EX-99.1

Exhibit 99.1

Gran Tierra Energy Inc. Announces Private Offering of
$100 Million of Convertible Senior Notes due 2021

CALGARY, Alberta – March 30, 2016 – Gran Tierra Energy Inc. (“Gran Tierra”) (NYSE MKT: GTE, TSX: GTE), today announced that it intends, subject to market and other conditions, including the acceptance of the Toronto Stock Exchnge to offer $100 million aggregate principal amount of Convertible Senior Notes due 2021 (the “Convertible Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) in the United States and pursuant to certain prospectus exemptions in Canada. Gran Tierra expects to grant the initial purchasers a 30-day right to purchase up to an additional $15 million aggregate principal amount of Convertible Notes.

The interest rate, initial conversion rate and other terms of the Convertible Notes are to be determined upon pricing of the offering. The Convertible Notes are expected to pay interest semi-annually and will be convertible into shares of Gran Tierra common stock. The Convertible Notes will mature in 2021, unless redeemed, repurchased or converted in accordance with their terms prior to such date. The Convertible Notes will be convertible at the option of the holder at any time prior to the close of business on the business day immediately preceding the maturity date. Gran Tierra will be required to offer to repurchase the Convertible Notes if a fundamental change, as will be defined in the indenture relating to the Convertible Notes, occurs. In addition, the conversion rate will be increased with respect to Convertible Notes converted in connection with specified fundamental change transactions.

Gran Tierra intends to use the net proceeds from this sale of the Convertible Notes for general corporate purposes, which may include acquisitions and/or capital expenditures.

This press release is neither an offer to sell nor a solicitation of an offer to buy the Convertible Notes or the shares of common stock issuable upon conversion of the Convertible Notes, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

The Convertible Notes and the common stock issuable upon conversion of the Convertible Notes have not been registered under the Securities Act, or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The offering is being made to qualified institutional buyers pursuant to Rule 144A under the Securities Act in the United States and pursuant to certain prospectus exemptions in Canada.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements related to Gran Tierra’s expectations regarding the completion, timing and size of the proposed offering. Any statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Words such as “will,” “intends” and similar expressions are intended to identify these forward-looking statements. There are a number of important factors that could cause Gran Tierra’s results to differ materially from those indicated by these forward-looking statements, including risks and uncertainties related to market conditions, the receipt of all necessary regulatory and exchange approvals and the satisfaction of customary closing conditions related to the proposed offering. There can be no assurance that Gran Tierra will be able to complete the proposed offering on the anticipated terms, or at all. Additional risks and uncertainties relating to Gran Tierra and its business can be found under the heading “Risk Factors” in Gran Tierra’s filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended December 31, 2015. Unless required by applicable law, Gran Tierra undertakes no obligation to update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise.

Contact Information

Rodger Timble, Director of Investor Relations

Tel: +1.403.698.7941