As filed with the Securities and Exchange Commission on January 16, 2018

Registration No. 333-171958

Registration No. 333-188354

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

FORM S-3

REGISTRATION STATEMENTS
UNDER
THE SECURITIES ACT OF 1933

TRIANGLE PETROLEUM CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

98-0430762

(I.R.S. Employer Identification No.)

100 Fillmore St., 5^th Floor

Denver, Colorado 80206

(303) 385-8439
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Ryan McGee

General Counsel

Triangle Petroleum Corporation

100 Fillmore St., 5^th Floor

Denver, Colorado 80206

(303) 385-8439
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including all communications sent to the agent for service, should be sent to:

Copy to:
Andrew J. Foley

Kelley A. Cornish
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, N.Y. 10019-6064
(212) 373-3000

Not applicable. Removal from registration securities that were not sold pursuant to the registration statements.

(Approximate date of commencement of proposed sale to the public)

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the “Securities Act”), other than securities being offered only in connection with dividend or interest reinvestment plans, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act of 1934.

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☒	(Do not check if a smaller reporting company)	Smaller reporting company ☐
		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act of 1933. ☐

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) relates to the following Registration Statements of the Registrant on Form S-3 (the “Registration Statements”):

—

Registration Statement on Form S-3, File No. 333-171958, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 31, 2011, amended on February 28, 2011 and declared effective on March 1, 2011, pertaining to the registration of debt securities, common stock, warrants to purchase common stock and stock purchase contracts; and

—

Registration Statement on Form S-3, File No. 333-188354, filed with the SEC on May 3, 2013 and declared effective on May 10, 2013, pertaining to the registration of common stock.

The Registrant hereby removes and withdraws from registration all securities of the Registrant registered pursuant to the Registration Statements that remain unsold as of the date hereof. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities and the Registrant hereby terminates the effectiveness of the Registration Statements.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 1 to the Registration Statements on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on this 16^th day of January, 2018.

	TRIANGLE PETROLEUM CORPORATION


	By:	/s/ Ryan McGee
		Ryan McGee
		General Counsel

SIGNATURES AND POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Ryan McGee his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement, including post-effective amendments, and to file the same, with all exhibits thereto, and other documents and in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all his or her said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Name	Title	Date

/s/ Ryan McGee	General Counsel	January 16, 2018
Ryan McGee	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

/s/ Gus Halas	Director	January 15, 2018
Gus Halas

/s/ Randal J. Matkaluk	Director	January 16, 2018
Randal J. Matkaluk

/s/ James Shein	Director	January 16, 2018
James Shein