0000899243-17-018036.txt : 20170706 0000899243-17-018036.hdr.sgml : 20170706 20170706204147 ACCESSION NUMBER: 0000899243-17-018036 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170630 FILED AS OF DATE: 20170706 DATE AS OF CHANGE: 20170706 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: 100 FILLMORE ST STREET 2: 5TH FLOOR CITY: DENVER STATE: CO ZIP: 80206 BUSINESS PHONE: 303-385-8439 MAIL ADDRESS: STREET 1: 100 FILLMORE ST STREET 2: 5TH FLOOR CITY: DENVER STATE: CO ZIP: 80206 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 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: 17953703 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: 17953704 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: 17953705 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: 17953706 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: 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: 17953707 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-06-30 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 2017-06-30 4 A 0 4543277.08 A Common Stock 567910 155863141.77 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. 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, (Continued From Footnote 1)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. 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, (Continued From Footnote 2)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. 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, (Continued From Footnote 3)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. 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, (Continued From Footnote 4)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. On September 30, 2016, accrued interest in the amount of $1,822,304.14 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $147,606,635.27. On December 31, 2016, accrued interest in the amount of $1,845,082.94 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $149,451,718.21. On March 31, 2017, (Continued From Footnote 5)accrued interest in the amount of $1,868,146.48 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $151,319,864.69. Pursuant to the terms of the Convertible Notes, an "Event of Default" occurred on May 17, 2017 and the outstanding balance of the Convertible Notes of $153,841,831.05 became due and payable, which amount included $987,782.45 of interest that had accrued on the Convertible Notes from March 31, 2017 through May 17, 2017 and $1,534,183.91 of additional interest pursuant to the terms of the Convertible Notes. Following such Event of Default and for so long as it continues, the Convertible Notes will accrue interest at a rate of 11% per annum, compounded quarterly. On June 30, 2017, (Continued From Footnote 6)accrued interest in the amount of $2,021,310.72 for the period from May 17, 2017 through June 30, 2017 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $155,863,141.77. Based on an initial conversion price of $8.00 per share, $4,543,277.08 in principal amount of Convertible Notes would be convertible into 567,910 shares of Common Stock and $155,863,141.77 in principal amount of Convertible Notes would be convertible into 19,482,893 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/ Tony Weber, Authorized Person 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 2017-07-06 /s/ Tony Weber, Authorized Person 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. 2017-07-06 /s/ Tony Weber, Authorized Person of GFW X, L.L.C., general partner of G.F.W. Energy X, L.P. 2017-07-06 /s/ Tony Weber, Authorized Person of GFW X, L.L.C. 2017-07-06 /s/ Tony Weber, Authorized Person of NGP Energy Capital Management, L.L.C. 2017-07-06