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