0000899243-17-024583.txt : 20171023 0000899243-17-024583.hdr.sgml : 20171023 20171023192023 ACCESSION NUMBER: 0000899243-17-024583 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20171019 FILED AS OF DATE: 20171023 DATE AS OF CHANGE: 20171023 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Weber Tony R CENTRAL INDEX KEY: 0001531777 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34945 FILM NUMBER: 171149789 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 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: 171149791 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: 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: 171149792 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: 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: 171149790 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 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-10-19 1 0001281922 Triangle Petroleum Corp TPLM 0001555496 G.F.W. Energy X, L.P. 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 0 1 See Remarks 0001521229 NGP Natural Resources X, L.P. 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 0 1 See Remarks 0001555576 GFW X, L.L.C. 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 0 1 See Remarks 0001531777 Weber Tony R 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 0 1 See Remarks Former director by deputization and 10% owner. On October 19, 2017, pursuant to a privately negotiated transaction, NGP Triangle Holdings, LLC ("NGP Triangle"), an affiliate of the reporting persons, sold, transferred, conveyed and assigned $160,149,378.17 in aggregate principal amount of convertible notes (the "Convertible Notes"), which were convertible at any time and from time to time into shares of common stock (the "Common Stock") of Triangle Petroleum Corporation ("Triangle") at an initial conversion price of $8.00 per share (subject to customary adjustments for stock splits and recapitalizations), representing all of the Convertible Notes owned by NGP Triangle. As a result of the sale of the Convertible Notes, the reporting persons no longer may be deemed to beneficially own more than 10% of Triangle's Common Stock. NGP Triangle had 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, which right was assigned in connection with the sale of the Convertible Notes. Prior to such assignment, NGP X may have been deemed to be a director by deputization. As a result of the foregoing transactions, the reporting persons are no longer subject to Section 16 in connection with their transactions in the equity securities of Triangle and therefore will no longer report any such transactions on Form 4 or Form 5. Exhibit 99.1 (Joint Filer Information) is incorporated herein by reference. /s/ Tony Weber, 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. 2017-10-23 /s/ Tony Weber, Authorized Member of GFW X, L.L.C., general partner of G.F.W. Energy X, L.P. 2017-10-23 /s/ Tony Weber, Authorized Member of GFW X, L.L.C. 2017-10-23 /s/ Tony Weber 2017-10-23 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

                            JOINT FILER INFORMATION

     This form is jointly filed by NGP Triangle Holdings, LLC ("NGP Triangle"),
NGP X ("NGP Natural Resources X, L.P."), G.F.W. Energy X, L.P. ("G.F.W.
Energy"), GFW X, L.L.C. ("GFW X") and Tony Weber. Tony Weber is an Authorized
Member of GFW X, the general partner of G.F.W. Energy, which is the general
partner of NGP X. Accordingly, each of Tony Weber, GFW X and G.F.W. Energy may
be deemed to share voting and dispositive power over the NGP X Shares, and as a
result may be deemed to beneficially own the NGP X Shares. Furthermore, Tony
Weber is an Authorized Member of GFW X, the general partner of G.F.W. Energy,
which is the general partner of NGP Natural Resources X Parallel Fund, L.P.
("NGP Parallel"). Although NGP Parallel is not a joint filer hereto, each of
Tony Weber, GFW X and G.F.W. Energy may be deemed to share voting and
dispositive power over the NGP Parallel Shares. Each of Tony Weber, GFW X,
G.F.W. Energy and NGP X disclaim beneficial ownership of the reported securities
in excess of their pecuniary interests therein.