SEC Form 4 · accession 0000899243-16-025313
Triangle Petroleum Corp · TPLM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F1 | Jul 13, 2016 | S | 92,200 | $0.2447 | D | 3,445,365 | I | See Remarks |
Table II — derivative securities
Explanation of responses
- F1Pursuant to a Stock Purchase Agreement (the "Stock Purchase Agreement"), dated March 2, 2013, between Triangle Petroleum Corporation ("Triangle") and NGP Triangle Holdings, LLC ("NGP Triangle"), Triangle issued and sold a total of 9,300,000 shares of common stock of Triangle ("Common Stock") at a price of $6.00 per share as follows: 8,118,407 shares (the "NGP X Shares") of Common Stock to NGP Natural Resources X, L.P. ("NGP X") and 1,181,593 shares of Common Stock (the "NGP Parallel Shares") to NGP Natural Resources X Parallel Fund, L.P. ("NGP Parallel").
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.2325 to $0.2688, inclusive. The reporting person undertakes to provide to Triangle Petroleum Corporation, any security holder of Triangle Petroleum Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4.
Remarks
NGP Triangle has the right to designate one member to the board of directors of Triangle pursuant to an Investment Agreement, dated as of July 31, 2012, between Triangle, NGP X and NGP Triangle, as amended by that certain Amendment to Investment Agreement, dated as of March 8, 2013. Accordingly, NGP X may be deemed to be a director by deputization. This form is jointly filed by NGP Triangle, NGP X, G.F.W. Energy X, L.P. ("G.F.W. Energy"), GFW X, L.L.C. ("GFW X") and Kenneth A. Hersh. Kenneth A. Hersh is an Authorized Member of GFW X, the general partner of G.F.W. Energy, which is the general partner of NGP X. Accordingly, each of Kenneth A. Hersh, GFW X and G.F.W. Energy may be deemed to share voting and dispositive power over the NGP X Shares, and as a result may be deemed to beneficially own the NGP X Shares. Furthermore, Kenneth A. Hersh is an Authorized Member of GFW X, the general partner of G.F.W. Energy, which is the general partner of NGP Parallel. Although NGP Parallel is not a joint filer hereto, each of Kenneth A. Hersh, GFW X and G.F.W. Energy may be deemed to share voting and dispositive power over the NGP Parallel Shares. Each of Kenneth A. Hersh, GFW X, G.F.W. Energy and NGP X disclaim beneficial ownership of the reported securities in excess of their pecuniary interests therein.