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^*

KOVALEVA TATIANA

(Last)

(First)

(Middle)

408 - 1003 PACIFIC STREET

(Street)

VANCOUVER

V6E 4P2

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Park Place Energy Corp. [ PKPL ]

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

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Former Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
10/27/2014

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 Shares	10/27/2014		M		9,750	A	$0.51	9,750⁽³⁾	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	⁽¹⁾							08/31/2014	⁽²⁾	Common Shares	15,000		15,000	D
Restricted Stock Units	$0.51	10/27/2014		M			15,000	08/31/2014	⁽²⁾	Common Shares	9,750⁽³⁾	$0.51	0	D

Explanation of Responses:

1. Each Restricted Stock Unit is a notional share of common shares of the Issuer, with a value of each Unit being equal to the Fair Market Value of a share of common stock at any time.

2. 100% of the total Restricted Stock Units shall vest on August 31, 2014 and will convert within 30 days of August 31, 2014, provided Ms. Kovaleva is still a contractor providing services to the Issuer on that date. Ms. Kovaleva resigned as the Issuer's Treasurer on September 15, 2014.

3. The Issuer withheld 35% of the vested shares, which is 5,250 shares and paid Ms. Kovaleva a cash amount equal to 110% of the Fair Market Value of the withheld vested shares, which was determined using the closing price of the Issuer's common stock on the last trading day prior to the vesting date (August 29, 2014). The Fair Market Value of such shares was $2,677.50 (5,250 times $0.51), and the cash amount paid to Ms. Kovaleva was $2,945.25 (110% times $2,677.50). The Issuer also issued 9,750 common shares to Ms. Kovaleva. The intent of withholding 35% of the vested shares was to provide Ms. Kovaleva with cash to assist in the payment of taxes owing as a result of the award.

	/s/ Tatiana Kovaleva	10/31/2014
	** 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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