SEC Form 4 · accession 0001651880-16-000003
TRANSATLANTIC PETROLEUM LTD. · TAT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Noah Malone Mitchell III
Officer — chief executive officer · Director · 10% Owner
Period of report
Dec 30, 2015
Accepted (ET)
Jan 8, 2016 · 10:55 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001092289
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible NoteF1,F6,F4,F5,F2,F3 | $1.3755 | Dec 30, 2015 | A | 3,592,500 | A | — | Jun 29, 2016 | Common Shares | 2,611,777 | 2,611,777 | I |
Explanation of responses
- F1On December 30, 2015, the Issuer entered into a $5.0 million draw down convertible promissory note with ANBE Holdings, L.P., an entity owned by Mr. Mitchell's children and controlled by an entity managed by Mr. Mitchell and his wife. The convertible note is convertible into shares of the Issuer's common shares, par value $0.10 per share.
- F2The convertible note is exercisable at any time after the NYSE MKT's approval of the Issuer's additional listing application.
- F3The note may not be converted into common shares of the Issuer on June 30, 2016, the maturity date.
- F4The reporting person disclaims beneficial ownership of the securities covered by this statement except to the extent of his pecuniary interest therein, and the inclusion of the securities covered by this statement herein shall not be deemed an admission of beneficial ownership of the securities covered by this statement for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), or any other purpose.
- F5The reporting person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Act. The reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.
- F6The initial advance under the note was $3,592,500.