| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Triangle Petroleum Corp [ TPLM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/19/2017 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 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. | 10/23/2017 | |
| /s/ Tony Weber, Authorized Member of GFW X, L.L.C., general partner of G.F.W. Energy X, L.P. | 10/23/2017 | |
| /s/ Tony Weber, Authorized Member of GFW X, L.L.C. | 10/23/2017 | |
| /s/ Tony Weber | 10/23/2017 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||