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^*

Larsen Scott C

(Last)

(First)

(Middle)

2200 ROSS AVE., SUITE 4500E

(Street)

DALLAS

75201

(City)

(State)

(Zip)

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2017

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								500,000	D
Common Shares								200,000	I	Larsen Energy Consulting Inc.
Common Shares⁽⁸⁾	02/23/2017		M		203,571	A	$0.18	703,571	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)
Warrants⁽⁶⁾	$0.2							08/27/2013	08/27/2017	Common Shares	500,000		500,000	D
Stock Options	$0.1							05/01/2013	04/30/2018	Common Shares	600,000		600,000	I	Larsen Energy Consulting Inc.
Restricted Stock Units [2014]⁽¹⁾	⁽¹⁾	02/23/2017		M			203,571	⁽⁷⁾	⁽³⁾	Common Shares	203,571	$0⁽⁸⁾	0	D
Restricted Stock Units [2015]⁽¹⁾	⁽¹⁾							⁽²⁾	⁽³⁾	Common Shares	451,475		451,475	D
Restricted Stock Units [2016]⁽¹⁾	⁽¹⁾							⁽⁴⁾	⁽⁵⁾	Common Shares	363,571		363,571	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 December 1, 2017 (pursuant to Amendment dated February 23, 2017) provided Mr. Larsen is still a contractor providing services to the Issuer on that date. Vesting will be accelerated if the Issuer either (a) raises an aggregate of $10 million through the sale of the Issuer's equity, or (b) becomes entitled to realize economic benefits of at least $20 million through any combination of capital raising or financing transactions.

3. Upon the occurrence of 2(a) or (b) above, or a change of control, termination of service due to death, disability or termination of service, all unvested Restricted Stock Units shall immediately become vested.

4. 100% of the total Restricted Stock Units shall vest on December 1, 2017 provided Mr. Larsen is still a contractor providing services to the Issuer on that date. Vesting will be accelerated if the Issuer either (a) raises an aggregate of $10 million through the sale of the Issuer's equity, or (b) becomes entitled to realize economic benefits of at least $20 million through any combination of capital raising or financing transactions.

5. Upon the occurrence of 4(a) or (b) above, or a change of control, termination of service due to death, disability or termination of service, all unvested Restricted Stock Units shall immediately become vested.

6. The expiration date of the warrants was extended to August 23, 2017 pursuant to Amendment dated August 3, 2016.

7. 100% of the total Restricted Stock Units vested on February 23, 2017 (pursuant to Amendment dated February 23, 2017).

8. These shares were acquired pursuant to the vesting of certain Restricted Stock Units on February 23, 2017. See note 7. The price for these shares as shown in Table 1 reflects the published closing stock price on February 23, 2017. No additional payment was made for these shares upon vesting.

	Attorney-in-Fact	02/27/2017
	** 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).
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