0001140361-17-040076.txt : 20171030 0001140361-17-040076.hdr.sgml : 20171030 20171030165839 ACCESSION NUMBER: 0001140361-17-040076 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171019 FILED AS OF DATE: 20171030 DATE AS OF CHANGE: 20171030 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: J.P. Morgan Securities LLC CENTRAL INDEX KEY: 0001362244 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34945 FILM NUMBER: 171163044 BUSINESS ADDRESS: STREET 1: 383 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10179 BUSINESS PHONE: 212-552-9801 MAIL ADDRESS: STREET 1: 383 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10179 FORMER NAME: FORMER CONFORMED NAME: J. P. Morgan Securities Inc. DATE OF NAME CHANGE: 20060509 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JPMORGAN CHASE & CO CENTRAL INDEX KEY: 0000019617 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34945 FILM NUMBER: 171163045 BUSINESS ADDRESS: STREET 1: 270 PARK AVE STREET 2: 38TH FL CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122706000 MAIL ADDRESS: STREET 1: 270 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: J P MORGAN CHASE & CO DATE OF NAME CHANGE: 20010102 FORMER NAME: FORMER CONFORMED NAME: CHASE MANHATTAN CORP /DE/ DATE OF NAME CHANGE: 19960402 FORMER NAME: FORMER CONFORMED NAME: CHEMICAL BANKING CORP DATE OF NAME CHANGE: 19920703 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Triangle Petroleum Corp CENTRAL INDEX KEY: 0001281922 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 980430762 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 100 FILLMORE ST STREET 2: 5TH FLOOR CITY: DENVER STATE: CO ZIP: 80206 BUSINESS PHONE: 303-385-8439 MAIL ADDRESS: STREET 1: 100 FILLMORE ST STREET 2: 5TH FLOOR CITY: DENVER STATE: CO ZIP: 80206 FORMER COMPANY: FORMER CONFORMED NAME: Triangle Petroleum CORP DATE OF NAME CHANGE: 20050525 FORMER COMPANY: FORMER CONFORMED NAME: PELOTON RESOURCES INC DATE OF NAME CHANGE: 20040226 3 1 doc1.xml FORM 3 X0206 3 2017-10-19 0 0001281922 Triangle Petroleum Corp TPLM 0000019617 JPMORGAN CHASE & CO 270 PARK AVE NEW YORK NY 10017 0 0 1 0 0001362244 J.P. Morgan Securities LLC 270 PARK AVENUE NEW YORK NY 10017 0 0 1 0 Common Stock 1613 D 5% Convertible Promissory Notes 8.00 Common Stock 20108672 I Through Subsidiary Before J.P. Morgan Securities LLC ("JPM") became subject to Section 16, JPM effected a short sale of 1 share of common stock and borrowed shares from an unaffiliated broker for delivery against the sale. The short position remains open, and therefore JPM is obligated to deliver 1 share of common stock to the lender in repayment of the stock loan. On October 19, 2017, JPM acquired all of the outstanding convertible notes (the "Convertible Notes") of Triangle Petroleum Corporation ("Triangle") initially issued on July 31, 2012, which are convertible at any time and from time to time into shares of common stock of Triangle (the "Common Stock") at an initial conversion price of $8.00 per share (subject to customary adjustments for stock splits and recapitalizations). The Convertible Notes accrue interest at a rate of 5% per annum, compounded quarterly, to be paid on each December 31, March 31, June 30 and September 30, and on the date of any redemption, conversion or exchange of the Convertible Notes. (continued from footnote 1) Such interest payments are to be paid in kind by adding the accrued interest to the principal balance of the Convertible Notes; provided, that, following July 31, 2017, Triangle has the option to make such interest payments in cash. Accordingly, as of September 30, 2017 the aggregate principal amount of Convertible Notes was $160,149,378.19. Based on an initial conversion price of $8.00 per share, $160,149,378.19 in principal amount of Convertible Notes would be convertible into 20,018,672 shares of Common Stock. The Convertible Notes do not have an expiration date. The holder of the Convertible Notes has the right to designate one member to the board of directors of Triangle pursuant to the terms of the Investment Agreement, dated as of July 31, 2012, between Triangle and the initial holders of the Convertible Notes, which JPM assumed upon its acquisition of the Convertible Notes. JPM has not, and does not have the current intention to, designate or nominate a member of the Board and is not currently deemed to be a director by deputization. Michael T. Lees 2017-10-30