SEC FORM 4

SEC Form 4

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^*

McGee Ryan D

(Last)

(First)

(Middle)

1200 17TH STREET, SUITE 2500

(Street)

DENVER

80202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Triangle Petroleum Corp [ TPLM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/06/2016		M		33,334	A	⁽¹⁾	47,980	D
Common Stock	03/06/2016		F		10,361⁽²⁾	D	$0.84⁽³⁾	37,619	D
Common Stock	03/07/2016		M		2,065	A	⁽¹⁾	39,684	D
Common Stock	03/07/2016		F		642⁽²⁾	D	$1.45⁽⁴⁾	39,042	D
Common Stock	03/07/2016		M		7,000	A	⁽¹⁾	46,042	D
Common Stock	03/07/2016		F		2,176⁽²⁾	D	$1.45⁽⁴⁾	43,866	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units⁽⁵⁾	$0	03/06/2016		M			33,334	03/06/2016	⁽⁶⁾	Common Stock	33,334	$0	260,861	D
Restricted Stock Units⁽⁵⁾	$0	03/07/2016		M			2,065	03/07/2016	⁽⁶⁾	Common Stock	2,065	$0	258,796	D
Restricted Stock Units⁽⁵⁾	$0	03/07/2016		M			7,000	03/07/2016	⁽⁶⁾	Common Stock	7,000	$0	251,796	D

Explanation of Responses:

1. Common Stock acquired upon vesting of Restricted Stock Units.

2. Shares withheld in payment of the Reporting Person's tax withholding triggered by vesting.

3. Closing price of $0.84 on the NYSE MKT on March 4, 2016, the last trading day before the vesting event.

4. Closing price of $1.45 on the NYSE MKT on March 7, 2016.

5. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's Common Stock upon vesting.

6. Upon vesting, the Restricted Stock Units are automatically exchanged for an equal number of shares of the Issuer's Common Stock.

	Ryan D. McGee	03/18/2016
	** 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).
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