0000899243-16-024344.txt : 20160705
0000899243-16-024344.hdr.sgml : 20160705
20160705164541
ACCESSION NUMBER: 0000899243-16-024344
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: NGP Triangle Holdings, LLC
CENTRAL INDEX KEY: 0001555517
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34945
FILM NUMBER: 161751116
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 Energy Capital Management, L.L.C.
CENTRAL INDEX KEY: 0001471812
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34945
FILM NUMBER: 161751117
BUSINESS ADDRESS:
STREET 1: 5221 N. O'CONNOR BLVD., SUITE 1100
CITY: IRVING
STATE: TX
ZIP: 75039
BUSINESS PHONE: (972) 432-1440
MAIL ADDRESS:
STREET 1: 5221 N. O'CONNOR BLVD., SUITE 1100
CITY: IRVING
STATE: TX
ZIP: 75039
FORMER NAME:
FORMER CONFORMED NAME: NGP Energy Capital Management LLC
DATE OF NAME CHANGE: 20090909
FORMER NAME:
FORMER CONFORMED NAME: NGP Energy Capital Management, LLC
DATE OF NAME CHANGE: 20090908
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: 161751118
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: 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: 161751119
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
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: 161751120
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
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2016-06-30
0
0001281922
Triangle Petroleum Corp
TPLM
0001555517
NGP Triangle Holdings, LLC
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
0001555496
G.F.W. Energy 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
0001471812
NGP Energy Capital Management, L.L.C.
5221 N. O?CONNOR BLVD., SUITE 1100
IRVING
TX
75039
0
0
1
0
5% Convertible Promissory Notes
8.00
2016-06-30
4
A
0
1799806.56
A
Common Stock
224976
145784331.13
D
Pursuant to a Note Purchase Agreement (the "Note Purchase Agreement"), dated July 31, 2012, between Triangle Petroleum Corporation ("Triangle") and NGP Triangle Holdings, LLC ("NGP Triangle"), Triangle issued and sold to NGP Triangle $120,000,000 of convertible notes (the "Convertible Notes"), which are convertible at any time and from time to time into shares of common stock of Triangle (the "Common Stock") at an initial conversion price of $8.00 per share (subject to customary adjustments for stock splits and recapitalizations). The Convertible Notes accrue interest at a rate of 5% per annum, compounded quarterly, to be paid on each December 31, March 31, June 30 and September 30, and on the date of any redemption, conversion or exchange of the Convertible Notes.
(Continued from Footnote 1) Such interest payments are to be paid in kind by adding the accrued interest to the principal balance of the Convertible Notes; provided, that, following July 31, 2017, Triangle has the option to make such interest payments in cash. Accordingly, on September 30, 2012, accrued interest in the amount of $1,000,000 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $121,000,000. On December 31, 2012, accrued interest in the amount of $1,512,500 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $122,512,500. On March 31, 2013, accrued interest in the amount of $1,531,406.25 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $124,043,906.25.
(Continued from Footnote 2) On June 30, 2013, accrued interest in the amount of $1,550,548.83 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $125,594,455.08. On September 30, 2013, accrued interest in the amount of $1,569,930.69 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $127,164,385.77. On December 31, 2013, accrued interest in the amount of $1,589,554.82 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $128,753,940.59. On March 31, 2014, accrued interest in the amount of $1,609,424.26 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $130,363,364.85. On June 30, 2014, accrued interest in the amount of $1,629,542.06 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $131,992,906.91.
(Continued from Footnote 3) On September 30, 2014, accrued interest in the amount of $1,649,911.34 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $133,642,818.25. On December 31, 2014, accrued interest in the amount of $1,670,535.23 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $135,313,353.47. On March 31, 2015, accrued interest in the amount of $1,691,416.92 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $137,004,770.39. On June 30, 2015, accrued interest in the amount of $1,712,559.63 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $138,717,330.02. On September 30, 2015, accrued interest in the amount of $1,733,966.63 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $140,451,296.64.
(Continued from Footnote 4) On December 31, 2015, accrued interest in the amount of $1,755,641.21 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $142,206,937.85. On March 31, 2016, accrued interest in the amount of $1,777,586.72 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $143,984,524.58. On June 30, 2016, accrued interest in the amount of $1,799,806.56 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $145,784,331.13. Based on an initial conversion price of $8.00 per share, $1,799,806.56 in principal amount of Convertible Notes would be convertible into 224,976 shares of Common Stock and $145,784,331.13 in principal amount of Convertible Notes would be convertible into 18,223,041 shares of Common Stock.
The issuance of the Convertible Notes to NGP Triangle and the payment of the interest thereon in kind were approved by the Board of Directors of Triangle. Accordingly, the transaction reported on this Form 4 is exempt from Section 16(b) pursuant to Rule 16b-3(d)(1) under the Securities Exchange Act of 1934 (the "Exchange Act"). The transaction reported on this Form 4 is also exempt pursuant to Rule 16a-9 under the Exchange Act.
The Convertible Notes do not have an expiration date.
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 Natural Resources X, L.P. ("NGP X") and NGP Triangle, as amended by that certain Amendment to Investment Agreement, dated as of March 8, 2013. Accordingly, NGP Triangle 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 NGP Energy Capital Management, L.L.C. ("NGP Management"). NGP Management has been delegated full power and authority by GFW X to manage NGP X. GFW X is the general partner of G.F.W. Energy, which is the general partner of NGP X, which owns a controlling interest in NGP Triangle. Accordingly, each of NGP Management, GFW X, G.F.W. Energy and NGP X may be deemed to share voting and dispositive power over the reported securities of NGP Triangle, and as a result may be deemed to beneficially own the reported securities of NGP Triangle. Each of NGP Management, 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., managing member of NGP Triangle Holdings, LLC
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., 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, Chief Executive Officer of NGP Energy Capital Management, L.L.C.
2016-07-05