SEC Form 3 · accession 0001140361-17-040076
Triangle Petroleum Corp · TPLM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Oct 19, 2017
Accepted (ET)
Oct 30, 2017 · 4:58 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001281922
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | holding | — | — | — | 1,613 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 5% Convertible Promissory NotesF2,F3,F4 | $8.00 | holding | — | — | — | — | — | Common Stock | 20,108,672 | — | I |
Explanation of responses
- F1Before 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.
- F2On 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.
- F3(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.
- F4The Convertible Notes do not have an expiration date.
Remarks
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.