Brett Hendrickson’s Nokomis Capital disclosed a 10.3% position in Transatlantic Petroleum Ltd. (TAT) in a 13G filing. At the end of the third quarter, Nokomis Capital held 2.18 million shares of the company valued at $5.5 million at the end of September. You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Nokomis Capital, L.L.C. | 0 | 4,394,083 | 0 | 4,394,083 | 10.3% | |
| Brett Hendrickson | 0 | 4,394,083 | 0 | 4,394,083 | 10.3% |
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Page 1 of 7 SEC Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
TransAtlantic
Petroleum Ltd.
(Name of Issuer)
Common shares, par value $0.10
(Title of Class of Securities)
G89982113
(CUSIP Number)
December 31, 2015
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
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Page 2 of 7 SEC Filing
| CUSIP No. G89982113 | 13G |
| 1 | NAME OF I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Nokomis Capital, L.L.C. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ¨ (b) ¨ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | CITIZENSHIP OR PLACE OF Texas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||||
| 6 | SHARED VOTING POWER 4,394,083 | |||||
| 7 | SOLE DISPOSITIVE POWER 0 | |||||
| 8 | SHARED DISPOSITIVE POWER 4,394,083 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,394,083 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT 10.3% ** | |||||
| 12 | TYPE OF REPORTING PERSON* IA, OO | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
| ** | SEE ITEM 4(b). |
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Page 3 of 7 SEC Filing
| CUSIP No. G89982113 | 13G |
| 1 | NAME OF I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Brett Hendrickson | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ¨ (b) ¨ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | CITIZENSHIP OR PLACE OF U.S. Citizen | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||||
| 6 | SHARED VOTING POWER 4,394,083 | |||||
| 7 | SOLE DISPOSITIVE POWER 0 | |||||
| 8 | SHARED DISPOSITIVE POWER 4,394,083 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,394,083 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT 10.3% ** | |||||
| 12 | TYPE OF REPORTING PERSON* HC, IN | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
| ** | SEE ITEM 4(b). |
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Page 4 of 7 SEC Filing
SCHEDULE 13G
This Schedule 13G (this “Schedule 13G”) is being filed on behalf of Nokomis Capital, L.L.C., a Texas limited liability company
(“Nokomis Capital”), and Mr. Brett Hendrickson, the principal of Nokomis Capital, relating to Common shares, par value $0.10 (the “Common Stock”), of TransAtlantic Petroleum Ltd., a Bermuda exempted company (the
“Issuer”).
This Schedule 13G relates to Common Stock of the Issuer purchased by Nokomis Capital through the accounts of certain
private funds and managed accounts (collectively, the “Nokomis Accounts”). Nokomis Capital serves as the investment adviser to the Nokomis Accounts and may direct the vote and dispose of the 4,394,083 shares of Common Stock held by the
Nokomis Accounts. As the principal of Nokomis Capital, Mr. Hendrickson may direct the vote and disposition of the 4,394,083 shares of Common Stock held by the Nokomis Accounts.
| Item 1(a) | Name of Issuer. |
TransAtlantic Petroleum Ltd.
| Item 1(b) | Address of Issuer’s Principal Executive Offices. |
16803 Dallas Parkway
Addison, Texas 75001
| Item 2(a) | Name of Person Filing. |
Nokomis Capital, L.L.C. (“Nokomis Capital”) and
Mr. Brett Hendrickson.
| Item 2(b) | Address of Principal Business Office, or, if none, Residence. |
2305 Cedar Springs Rd.,
Suite 420
Dallas, TX 75201
| Item 2(c) | Citizenship or Place of Organization. |
Nokomis Capital is a limited liability company
organized under the laws of the State of Texas. Mr. Hendrickson is the principal of Nokomis Capital and is a United States citizen.
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Page 5 of 7 SEC Filing
| Item 2(d) | Title of Class of Securities. |
Common shares, par value $0.10 (the “Common
Stock”).
| Item 2(e) | CUSIP Number. |
G89982113
| Item 3 | Reporting Person. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether
the person filing is a:
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||
| (e) | x | An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E). | ||
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | ||
| (g) | x | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | ||
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | ||
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | ||
| (j) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | ||
| Item 4 | Ownership. |
| (a) | Nokomis Capital and Mr. Hendrickson are the beneficial owners of 4,394,083 shares of Common Stock. This amount consists of (i) 2,629,377 shares of Common Stock and (ii) 1,764,706 shares of Common Stock receivable upon conversion of presently convertible notes. |
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Page 6 of 7 SEC Filing
| (b) | Nokomis Capital and Mr. Hendrickson are the beneficial owners of 10.3% of the outstanding Common Shares. This percentage is determined by dividing 4,394,083 by the sum of (i) 41,011,990, the number of shares of Common Stock issued and outstanding as of November 4, 2015, as calculated the Issuer’s Form 10-Q filed on November 5, 2015 and (ii) 1,764,706, the number of shares of Common Stock receivable by upon conversion of presently convertible notes held by the Nokomis Accounts. |
| (c) | Nokomis Capital, as the investment adviser to the Nokomis Accounts, may direct the vote and dispose of the 4,394,083 shares of Common Stock held by the Nokomis Accounts. As the principal of Nokomis Capital, Mr. Hendrickson may direct the vote and disposition of the 4,394,083 shares of Common Stock held by the Nokomis Accounts. |
| Item 5 | Ownership of Five Percent or Less of a Class. |
Inapplicable.
| Item 6 | Ownership of More Than Five Percent on Behalf of Another Person. |
Inapplicable.
| Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company. |
Inapplicable.
| Item 8 | Identification and Classification of Members of the Group. |
Inapplicable.
| Item 9 | Notice of Dissolution of Group. |
Inapplicable.
| Item 10 | Certification. |
By signing below each of the Reporting Persons certifies that, to the
best of such person’s knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and were not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| Exhibits | Exhibit 99.1 |
Joint Filing Agreement dated January 15, 2016, by and among
Nokomis Capital and Mr. Hendrickson.
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Page 7 of 7 SEC Filing
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: January 15, 2016
| NOKOMIS CAPITAL, L.L.C. | ||
| By: | /s/ Brett Hendrickson | |
| Brett Hendrickson | ||
| Manager | ||
| /s/ Brett Hendrickson | ||
| Brett Hendrickson | ||
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