Filing Details

Willkie Farr & Gallagher LLP Michael De Voe Piazza, Esq. 600 Travis Street, Suite 2310 Houston, Texas 77002 (713) 510-1776

Willkie Farr & Gallagher LLP Adam Turteltaub, Esq. 787 Seventh Avenue New York, NY 1001 (212) 728-8129

Item 1.          Security and the Issuer

This Amendment No. 3 (“Amendment No. 2”) amends the statement on Schedule 13D previously filed on August 21, 2015 (the “Original Schedule 13D”), Amendment No. 1 filed on September 24, 2015 (“Amendment No. 1”) and Amendment No. 2 filed on October 13, 2015 “Amendment No. 2” and, together with the Original Schedule 13D, Amendment No. 1 and this Amendment No. 3, the “Schedule 13D”). The Schedule 13D relates to the shares of Common Stock of FieldPoint Petroleum Corporation (the “Issuer”).  Unless the context otherwise requires, references herein to the “Common Stock” are to such Common Stock of the Issuer. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set forth in the Schedule 13D.

Item 2.          Identity and Background

Item 2 of the Schedule 13D is hereby supplemented to provide the following indentity and background information regarding 2390530 Ontario Inc. (“2390530” and, collectively with the Rea Trust, the “Reporting Persons”):

(b)  The principal business address of the Reporting Persons is 9200 Weston Rd., Piazza Villagio. P.O. Box 92030, Vaughan, Ontario, L4H 3J3, Canada.

(c)  The principal business of 2390530 is to own the Shares (as such term is defined in Item 5(a) of this Schedule 13D) of the Issuer reported herein.

(d), (e)  During the last five years, none of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)  2390530 is organized under the laws of Ontario, Canada.

2390530 is a wholly-owned subsidiary of the Rea Trust.

Item 3.          Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby supplemented by adding the following thereto:

The aggregate amount of funds used by 2390530 to purchase the additional 90,820 shares of Common Stock reported herein by the Reporting Persons was $73,461.94. All purchases of these shares of Common Stock were made in open market transactions. The source of funds used in connection with the purchase of these shares of Common Stock were advances to 2390530 from its affiliate, Holdings.

Item 5.          Interest in Securities of the Issuer.

Items 5(a), and 5(c) of the Schedule 13D are hereby amended and restated in their entirety as follows:

(a)          As of the date of this Schedule 13D, the Reporting Persons beneficially own shares of Common Stock, all of which are directly held by 2390530 (the “Shares”).  The Shares represent approximately 8.4% of the Common Stock outstanding.  Percentages of the Common Stock outstanding reported in this Schedule 13D are calculated based upon the 8,890,101 shares of Common Stock outstanding as of March 25, 2016, as reported in the Issuer’s Annual Report on Form 10-K filed by the Issuer with the Securities and Exchange Commission on March 30, 2016.

(b)          Each of the Reporting Persons shares voting and dispositive power over the Shares.

(c)          Set forth on Schedule I hereto are all transactions in the Common Stock effected during the past sixty days by the Reporting Persons. 653,392 Shares reported herein as owned by 2390530 were transferred to 2390530 by 2352007 more than 60 days prior to the date hereof. As of the date hereof, 2352007 does not beneficially own any Shares.

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

This Schedule sets forth information with respect to each purchase of Shares which was effectuated by a Reporting Person during the past sixty days.  All transactions were effectuated in the open market through a broker.