Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

 

 

Triangle Petroleum Corporation

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

89600B102

(CUSIP Number)

Kenneth A. Hersh

NGP Natural Resources X, L.P.

5221 N. OConnor Blvd., Suite 1100

Irving, Texas 75039

(972) 432-1440

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 27, 2016

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

 

 

 

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1		NAME OF REPORTING PERSON   NGP Triangle Holdings LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a):  ¨        (b):  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS   OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   17,998,065 (1)
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   17,998,065 (1)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   17,998,065 (1)
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   19.1%(2)
14		TYPE OF REPORTING PERSON   OO (Limited Liability Company)

 

(1)

Includes 17,998,065 shares of common stock (Common Stock) of Triangle Petroleum Corporation (Triangle) issuable upon conversion of a convertible promissory note issued to NGP Triangle Holdings, LLC (NGP Triangle) on July 31, 2012, with an initial aggregate principal amount of $120,000,000 (the Convertible Note). The Convertible Note is convertible into shares of Common Stock at an initial conversion price of $8.00 per share. The aggregate principal amount of the Convertible Note increases each calendar quarter as a result of the accrual of the 5.0% per annum interest rate until September 30, 2017, at which time Triangle will have the option to pay any interest payments after such date by capitalizing and adding such amount to the aggregate principal amount outstanding or by paying in cash. Accordingly, accrued interest in the amount $1,000,000, $1,512,500, $1,531,406.25, $1,550,548.83, $1,569,930.69, $1,589,554.82, $1,609,424.26, $1,629,542.06, $1,649,911.34, $1,670,535.23, $1,691,416.92, $1,712,559.63, $1,733,966.63, $1,755,641.21 and $1,777,586.72 was added to the aggregate principal amount of the Convertible Note on September 30, 2012, December 31, 2012, March 31, 2013, June 30, 2013, September 30, 2013, December 31, 2013, March 31, 2014, June 30, 2014, September 30, 2014, December 31, 2014, March 31, 2015, June 30, 2015, September 30, 2015, December 31, 2015 and March 31, 2016, respectively, resulting in an aggregate principal amount of $143,984,524.58 as of the date of this statement. Based on an initial conversion price of $8.00 per share, $143,984,524.58 in principal amount of the Convertible Note is convertible into 17,998,065 shares of Common Stock.

(2)

Calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934 (the Act) to include all shares of Common Stock issuable upon conversion of the Convertible Note and based on a total of 76,232,614 shares of Common Stock outstanding as of April 4, 2016, as reported in Triangles Annual Report on Form 10-K for the year ended December 31, 2015, filed on April 14, 2016. See the disclosure under Items 5(a)-(b) below for more information.

 

2

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1		NAME OF REPORTING PERSON   NGP Natural Resources X, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a):  ¨        (b):  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS   OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   25,428,698 (1)
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   25,428,698 (1)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   25,428,698 (1)
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   27.0%(2)
14		TYPE OF REPORTING PERSON   PN (Limited Partnership)

 

(1)

Includes (i) 17,998,065 shares of Common Stock of Triangle issuable upon conversion of the Convertible Note held by NGP Triangle and (ii) 7,430,633 shares of Common Stock issued to NGP Natural Resources X, L.P. (NGP X) on March 8, 2013 pursuant to the Stock Purchase Agreement, dated as of March 2, 2013, by and between Triangle and NGP Triangle (the Stock Purchase Agreement). NGP X was originally issued 8,118,407 shares of Common Stock pursuant to the Stock Purchase Agreement, but NGP X has sold 687,774 shares of Common Stock pursuant to a Form 144 Notice of Proposed Sale of Securities (Form 144). See the disclosure under Item 4 below for more information. Pursuant to the Assignment Agreement, dated as of March 7, 2013 (the Assignment Agreement), NGP Triangle assigned the right to purchase, pursuant to the Stock Purchase Agreement, 8,118,407 shares of Common Stock and 1,181,593 shares of Common Stock to NGP X and NGP Natural Resources X Parallel Fund, L.P. (NGP Parallel), respectively. The closing of the purchase of those shares of Common Stock by NGP X and NGP Parallel was consummated on March 8, 2013.

NGP X owns a controlling interest in NGP Triangle. Accordingly, NGP X may be deemed to share voting and dispositive power over the reported securities of NGP Triangle and, therefore, may also be deemed to be a beneficial owner of the reported securities of NGP Triangle. NGP X disclaims beneficial ownership of the reported securities of NGP Triangle in excess of its pecuniary interest therein.

 

(2)

Calculated pursuant to Rule 13d-3 of the Act to include all shares of Common Stock issuable upon conversion of the Convertible Note and based on a total of 76,232,614 shares of Common Stock outstanding as of April 4, 2016, as reported in Triangles Annual Report on Form 10-K for the year ended December 31, 2015, filed on April 14, 2016. See the disclosure under Items 5(a)-(b) below for more information.

 

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1		NAME OF REPORTING PERSON   G.F.W. Energy X, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a):  ¨        (b):  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS   OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   26,510,189 (1)
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   26,510,189 (1)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   26,510,189 (1)
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   28.1% (2)
14		TYPE OF REPORTING PERSON   PN (Limited Partnership)

 

(1)

Includes (i) 17,998,065 shares of Common Stock of Triangle issuable upon conversion of the Convertible Note held by NGP Triangle, (ii) 7,430,633 shares of Common Stock issued to NGP X on March 8, 2013 pursuant to the Stock Purchase Agreement and (iii) 1,081,491 shares of Common Stock issued to NGP Parallel on March 8, 2013 pursuant to the Stock Purchase Agreement. NGP X was originally issued 8,118,407 shares of Common Stock pursuant to the Stock Purchase Agreement, but NGP X has sold 687,774 shares of Common Stock pursuant to a Form 144. NGP Parallel was originally issued 1,181,593 shares of Common Stock pursuant to the Stock Purchase Agreement, but NGP Parallel has sold 100,102 shares of Common Stock pursuant to a Form 144. See the disclosure under Item 4 below for more information. Pursuant to the Assignment Agreement, NGP Triangle assigned the right to purchase, pursuant to the Stock Purchase Agreement, 8,118,407 shares of Common Stock and 1,181,593 shares of Common Stock to NGP X and NGP Parallel, respectively. The closing of the purchase of those shares of Common Stock by NGP X and NGP Parallel was consummated on March 8, 2013.

G.F.W. Energy X, L.P. (G.F.W. Energy) is the general partner of each of (i) NGP X, which owns a controlling interest in NGP Triangle, and (ii) NGP Parallel. Accordingly, G.F.W. Energy may be deemed to share voting and dispositive power over the reported securities of NGP Triangle, NGP X and NGP Parallel and, therefore, may also be deemed to be a beneficial owner of the reported securities of NGP Triangle, NGP X and NGP Parallel. G.F.W. Energy disclaims beneficial ownership of the reported securities of NGP Triangle, NGP X and NGP Parallel in excess of its pecuniary interest therein.

 

(2)

Calculated pursuant to Rule 13d-3 of the Act to include all shares of Common Stock issuable upon conversion of the Convertible Note and based on a total of 76,232,614 shares of Common Stock outstanding as of April 4, 2016, as reported in Triangles Annual Report on Form 10-K for the year ended December 31, 2015, filed on April 14, 2016. See the disclosure under Items 5(a)-(b) below for more information.

 

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1		NAME OF REPORTING PERSON   GFW X, L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a):  ¨        (b):  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS   OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   26,510,189 (1)
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   26,510,189 (1)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   26,510,189 (1)
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   28.1% (2)
14		TYPE OF REPORTING PERSON   OO (Limited Liability Company)

 

(1)

Includes (i) 17,998,065 shares of Common Stock of Triangle issuable upon conversion of the Convertible Note held by NGP Triangle, (ii) 7,430,633 shares of Common Stock issued to NGP X on March 8, 2013 pursuant to the Stock Purchase Agreement and (iii) 1,081,491 shares of Common Stock issued to NGP Parallel on March 8, 2013 pursuant to the Stock Purchase Agreement. NGP X was originally issued 8,118,407 shares of Common Stock pursuant to the Stock Purchase Agreement, but NGP X has sold 687,774 shares of Common Stock pursuant to a Form 144. NGP Parallel was originally issued 1,181,593 shares of Common Stock pursuant to the Stock Purchase Agreement, but NGP Parallel has sold 100,102 shares of Common Stock pursuant to a Form 144. See the disclosure under Item 4 below for more information. Pursuant to the Assignment Agreement, NGP Triangle assigned the right to purchase, pursuant to the Stock Purchase Agreement, 8,118,407 shares of Common Stock and 1,181,593 shares of Common Stock to NGP X and NGP Parallel, respectively. The closing of the purchase of those shares of Common Stock by NGP X and NGP Parallel was consummated on March 8, 2013.

GFW X, L.L.C. (GFW X) is the general partner of G.F.W. Energy, which is the general partner of each of (i) NGP X, which owns a controlling interest in NGP Triangle, and (ii) NGP Parallel. Accordingly, GFW X may be deemed to share voting and dispositive power over the reported securities of NGP Triangle, NGP X and NGP Parallel and, therefore, may also be deemed to be a beneficial owner of the reported securities of NGP Triangle, NGP X and NGP Parallel. GFW X disclaims beneficial ownership of the reported securities of NGP Triangle, NGP X and NGP Parallel in excess of its pecuniary interest therein.

 

(2)

Calculated pursuant to Rule 13d-3 of the Act to include all shares of Common Stock issuable upon conversion of the Convertible Note and based on a total of 76,232,614 shares of Common Stock outstanding as of April 4, 2016, as reported in Triangles Annual Report on Form 10-K for the year ended December 31, 2015, filed on April 14, 2016. See the disclosure under Items 5(a)-(b) below for more information.

 

5

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1		NAME OF REPORTING PERSON   Kenneth A. Hersh
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a):  ¨        (b):  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS   OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0
				8		SHARED VOTING POWER   26,510,189 (1)
				9		SOLE DISPOSITIVE POWER   0
				10		SHARED DISPOSITIVE POWER   26,510,189 (1)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   26,510,189 (1)
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   28.1% (2)
14		TYPE OF REPORTING PERSON   IN

 

(1)

Includes (i) 17,998,065 shares of Common Stock of Triangle issuable upon conversion of the Convertible Note held by NGP Triangle, (ii) 7,430,633 shares of Common Stock issued to NGP X on March 8, 2013 pursuant to the Stock Purchase Agreement and (iii) 1,081,491 shares of Common Stock issued to NGP Parallel on March 8, 2013 pursuant to the Stock Purchase Agreement. NGP X was originally issued 8,118,407 shares of Common Stock pursuant to the Stock Purchase Agreement, but NGP X has sold 687,774 shares of Common Stock pursuant to a Form 144. NGP Parallel was originally issued 1,181,593 shares of Common Stock pursuant to the Stock Purchase Agreement, but NGP Parallel has sold 100,102 shares of Common Stock pursuant to a Form 144. See the disclosure under Item 4 below for more information. Pursuant to the Assignment Agreement, NGP Triangle assigned the right to purchase, pursuant to the Stock Purchase Agreement, 8,118,407 shares of Common Stock and 1,181,593 shares of Common Stock to NGP X and NGP Parallel, respectively. The closing of the purchase of those shares of Common Stock by NGP X and NGP Parallel was consummated on March 8, 2013.

Kenneth A. Hersh is an Authorized Member of GFW X, the general partner of G.F.W. Energy, which is the general partner of each of (i) NGP X, which owns a controlling interest in NGP Triangle, and (ii) NGP Parallel. Accordingly, Mr. Hersh may be deemed to share voting and dispositive power over the reported securities of NGP Triangle, NGP X and NGP Parallel and, therefore, may also be deemed to be a beneficial owner of the reported securities of NGP Triangle, NGP X and NGP Parallel. Mr. Hersh disclaims beneficial ownership of the reported securities of NGP Triangle, NGP X and NGP Parallel in excess of his pecuniary interest therein.

 

(2)

Calculated pursuant to Rule 13d-3 of the Act to include all shares of Common Stock issuable upon conversion of the Convertible Note and based on a total of 76,232,614 shares of Common Stock outstanding as of April 4, 2016, as reported in Triangles Annual Report on Form 10-K for the year ended December 31, 2015, filed on April 14, 2016. See the disclosure under Items 5(a)-(b) below for more information.

 

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SCHEDULE 13D

This Amendment No. 2 to Schedule 13D (this Amendment) amends the information provided in the Schedule 13D filed with the Securities and Exchange Commission (the Commission) on August 10, 2012, as amended by Amendment No. 1 filed with the Commission on March 11, 2013 (the Schedule 13D) by NGP Triangle Holdings, LLC (NGP Triangle), NGP Natural Resources X, L.P. (NGP X), G.F.W. Energy X, L.P. (G.F.W. Energy), GFW X, L.L.C. (GFW X) and Kenneth A. Hersh (collectively, the Reporting Persons).

 

Item 1.

Security and Issuer.

Item 1 of the Schedule 13D is hereby amended and restated in its entirety as follows:

This Amendment relates to the shares of common stock, par value $0.00001 (Common Stock), of Triangle Petroleum Corporation, a Delaware corporation (Triangle). The principal executive offices of Triangle are located at 1200 17th Street, Suite 2500, Denver, Colorado, 80202. The securities reported in this statement were acquired by the Reporting Persons, or affiliates thereof, in two separate transactions described below.

On July 31, 2012 , pursuant to the Note Purchase Agreement (the Note Purchase Agreement), dated July 31, 2012, by and between Triangle and NGP Triangle, Triangle issued and sold to NGP Triangle a convertible promissory note with an initial principal amount of $120,000,000 (the Convertible Note). Copies of the Note Purchase Agreement and the Convertible Note are filed with this Amendment as Exhibit B and Exhibit C, respectively (which are incorporated herein by reference). The Convertible Note is convertible into shares (Conversion Shares) of Common Stock at an initial conversion price of $8.00 per share. The aggregate principal amount of the Convertible Note increases each calendar quarter as a result of the accrual of the 5.0% per annum interest rate until September 30, 2017, at which time Triangle will have the option to pay any interest payments after such date by capitalizing and adding such amount to the aggregate principal amount outstanding or by paying in cash. Accordingly, accrued interest in the amount $1,000,000, $1,512,500, $1,531,406.25, $1,550,548.83, $1,569,930.69, $1,589,554.82, $1,609,424.26, $1,629,542.06, $1,649,911.34, $1,670,535.23, $1,691,416.92, $1,712,559.63, $1,733,966.63, $1,755,641.21 and $1,777,586.72 was added to the aggregate principal amount of the Convertible Note on September 30, 2012, December 31, 2012, March 31, 2013, June 30, 2013, September 30, 2013, December 31, 2013, March 31, 2014, June 30, 2014, September 30, 2014, December 31, 2014, March 31, 2015, June 30, 2015, September 30, 2015, December 31, 2015 and March 31, 2016, respectively, resulting in an aggregate principal amount of $143,984,524.58 as of the date of this Amendment. Based on an initial conversion price of $8.00 per share, $143,984,524.58 in principal amount of the Convertible Note is convertible into 17,998,065 shares of Common Stock. The Convertible Note was initially convertible into no more than 19.9% of Triangles outstanding shares of Common Stock as of the date of issuance of the Convertible Note, or 8,814,685 shares of Common Stock, until such time as Triangle obtained stockholder approval of the full conversion of the Convertible Note into shares of Common Stock, which such stockholder approval was obtained on November 16, 2012.

On March 2, 2013, Triangle and NGP Triangle entered into a Stock Purchase Agreement (the Stock Purchase Agreement), pursuant to which Triangle agreed to issue and sell, and NGP Triangle agreed to purchase, 9,300,000 shares of Common Stock (the Purchased Shares) at $6.00 per share, for an aggregate purchase price of $55,800,000. Pursuant to the Assignment Agreement, dated as of March 7, 2013 (the Assignment Agreement), between NGP Triangle, NGP X and NGP Natural Resources X Parallel Fund, L.P., a Delaware limited partnership (NGP Parallel), NGP Triangle assigned the right to purchase, pursuant to the Stock Purchase Agreement, 8,118,407 of the Purchased Shares and 1,181,593 of the Purchased Shares to NGP X and NGP Parallel, respectively. The closing of the purchase of the Purchased Shares by NGP X and NGP Parallel was consummated on March 8, 2013. A copy of the Stock Purchase Agreement is filed with this Amendment as Exhibit D (which is incorporated herein by reference).

In connection with the closing of the transactions contemplated by the Stock Purchase Agreement, (i) Triangle, NGP Triangle, NGP X and NGP Parallel entered into the Amended and Restated Registration Rights Agreement, dated as of March 8, 2013 (the Amended and Restated Registration Rights Agreement), which amended and restated the Registration Rights Agreement, dated as of July 31, 2012, by and between Triangle and NGP Triangle, and (ii) Triangle, NGP Triangle, NGP X and NGP Parallel entered into the First Amendment to Investment Agreement, dated as of March 8, 2013 (the Investment Agreement Amendment), which amended the Investment Agreement, dated as of July 31, 2012, by and among Triangle, NGP Triangle and NGP X (the Original Investment Agreement, and the Original Investment Agreement, as amended by the Investment Agreement Amendment, the Investment Agreement). Copies of the Original Investment Agreement, the Investment Agreement Amendment and the Amended and Restated Registration Rights Agreement are filed with this Amendment as Exhibit E, Exhibit F and Exhibit G, respectively (which are incorporated herein by reference).

 

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Item 2.

Identity and Background.

Item 2 of the Schedule 13D is hereby amended to amend and restate Item 2(b) in its entirety as follows:

(b) The address of the principal business office of each of the Reporting Persons is 5221 N. OConnor Blvd., Suite 1100, Irving, Texas 75039.

 

Item 4.

Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended to add the following:

On May 24, 2016, NGP X sold 116,870 shares of Common Stock at a weighted average price of $0.2246 per share pursuant to a Form 144.

On May 24, 2016, NGP Parallel sold 17,010 shares of Common Stock at a weighted average price of $0.2246 per share pursuant to a Form 144.

On May 25, 2016, NGP X sold 87,295 shares of Common Stock at a weighted average price of $0.2344 per share pursuant to a Form 144.

On May 25, 2016, NGP Parallel sold 12,705 shares of Common Stock at a weighted average price of $0.2344 per share pursuant to a Form 144.

On May 26, 2016, NGP X sold 255,773 shares of Common Stock at a weighted average price of $0.2189 per share pursuant to a Form 144.

On May 26, 2016, NGP Parallel sold 37,227 shares of Common Stock at a weighted average price of $0.2189 per share pursuant to a Form 144.

On May 27, 2016, NGP X sold 227,836 shares of Common Stock at a weighted average price of $0.2005 per share pursuant to a Form 144.

On May 27, 2016, NGP Parallel sold 33,160 shares of Common Stock at a weighted average price of $0.2005 per share pursuant to a Form 144.

The purpose of the Reporting Persons disposition of the shares of Common Stock disclosed above was for investment purposes.

 

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a)-(b)

The calculation of percentage of beneficial ownership in this Item 5(a) and elsewhere in this Amendment assumes there are 76,232,614 shares of Common Stock outstanding as of the date of this Amendment. This figure is based on information reported in Triangles Annual Report on Form 10-K for the year ended December 31, 2015, filed on April 14, 2016. In addition, as required under Rule 13d-3(d) of the Securities Exchange Act of 1934 (the Act), all shares of Triangles Common Stock issuable upon conversion of the Convertible Note held by NGP Triangle were added to the 76,232,614 referred to above for purposes of calculating the number of outstanding shares of Triangles Common Stock, resulting in a total of 94,230,679 outstanding shares of Common Stock for purposes of calculating the percentage of beneficial ownership in this Item 5(a) and elsewhere in this Amendment.

 

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(i)

NGP Triangle is the sole record owner of the Convertible Note, which as of the date of this Amendment has an outstanding principal balance of $143,984,524.58. Based on an initial conversion price of $8.00 per share, $143,984,524.58 in principal amount of the Convertible Note is convertible into 17,998,065 shares of Common Stock (19.1% of Triangles outstanding shares of Common Stock calculated pursuant to Rule 13d-3 of the Act). NGP Triangle has shared voting and dispositive power with respect to the shares of Common Stock it beneficially owns.

 

(ii)

NGP X is the record holder of 7,430,633 shares of Common Stock, which it purchased pursuant to the Stock Purchase Agreement on March 8, 2013. NGP X was originally issued 8,118,407 shares of Common Stock pursuant to the Stock Purchase Agreement, but NGP X has sold 687,774 shares of Common Stock pursuant to a Form 144. In addition, by virtue of being the controlling member of NGP Triangle, NGP X may be deemed to possess shared voting and dispositive power with respect to the shares of Common Stock beneficially owned by NGP Triangle. Accordingly, NGP X may be deemed to be the beneficial owner of 25,428,698 shares of Common Stock (27.0% of Triangles outstanding shares of Common Stock calculated pursuant to Rule 13d-3 of the Act). NGP X has shared voting and dispositive power with respect to the shares of Common Stock it beneficially owns.

 

(iii)

G.F.W. Energy does not directly own any shares of Common Stock. By virtue of being the general partner of NGP X and NGP Parallel, G.F.W. Energy may be deemed to possess shared voting and dispositive power with respect to the shares of Common Stock beneficially owned by NGP Triangle, NGP X and NGP Parallel. NGP Parallel is the record holder of 1,081,491 shares of Common Stock, which it purchased pursuant to the Stock Purchase Agreement on March 8, 2013. NGP Parallel was originally issued 1,181,593 shares of Common Stock pursuant to the Stock Purchase Agreement, but NGP Parallel has sold 100,102 shares of Common Stock pursuant to a Form 144. Accordingly, G.F.W. Energy may be deemed to be the beneficial owner of 26,510,189 shares of Common Stock (28.1% of Triangles outstanding shares of Common Stock calculated pursuant to Rule 13d-3 of the Act). G.F.W. Energy has shared voting and dispositive power with respect to the shares of Common Stock it beneficially owns.

 

(iv)

GFW X does not directly own any shares of Common Stock. By virtue of being the general partner of G.F.W. Energy, GFW X may be deemed to possess shared voting and dispositive power with respect to the shares of Common Stock beneficially owned by NGP Triangle, NGP X and NGP Parallel. Accordingly, GFW X may be deemed to be the beneficial owner of 26,510,189 shares of Common Stock (28.1% of Triangles outstanding shares of Common Stock calculated pursuant to Rule 13d-3 of the Act). GFW X has shared voting and dispositive power with respect to the shares of Common Stock it beneficially owns.

 

(v)

Kenneth A. Hersh does not directly own any shares of Common Stock. By virtue of being an Authorized Member of GFW X, Kenneth A. Hersh may be deemed to possess shared voting and dispositive power with respect to the shares of Common Stock beneficially owned by NGP Triangle, NGP X and NGP Parallel. Accordingly, Kenneth A. Hersh may be deemed to be the beneficial owner of 26,510,189 shares of Common Stock (28.1% of Triangles outstanding shares of Common Stock calculated pursuant to Rule 13d-3 of the Act). Kenneth A. Hersh has shared voting and dispositive power with respect to the shares of Common Stock he beneficially owns.

 

(c)	Other than as described in Item 4, none.

 

(d)

None.

 

(e)	Not applicable.

 

Item 7.

Material to be filed as Exhibits.

Exhibit A Joint Filing Agreement (incorporated by reference to Exhibit A to the Schedule 13D filed by the Reporting Persons on August 10, 2012).

 

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Exhibit B Note Purchase Agreement, dated July 31, 2012, by and between Triangle Petroleum Corporation and NGP Triangle Holdings, LLC (incorporated by reference to Exhibit 10.1 to Triangles current report on Form 8-K filed on August 1, 2012).

Exhibit C 5% Convertible Promissory Note, dated July 31, 2012 (incorporated by reference to Exhibit 4.1 to Triangles current report on Form 8-K filed on August 1, 2012).

Exhibit D Stock Purchase Agreement, dated March 2, 2013, by and between Triangle Petroleum Corporation and NGP Triangle Holdings, LLC (incorporated by reference to Exhibit 10.1 to Triangles current report on Form 8-K filed on March 4, 2013).

Exhibit E Investment Agreement, dated July 31, 2012, by and among Triangle Petroleum Corporation, NGP Natural Resources X, L.P and NGP Triangle Holdings, LLC (incorporated by reference to Exhibit 4.2 to Triangles current report on Form 8-K filed on August 1, 2012).

Exhibit F First Amendment to Investment Agreement, dated March 8, 2013, by and among Triangle Petroleum Corporation, NGP Natural Resources X, L.P., NGP Triangle Holdings, LLC and NGP Natural Resources X Parallel Fund, L.P. (incorporated by reference to Exhibit F to Amendment No. 1 to the Schedule 13D filed by the Reporting Persons on March 11, 2013).

Exhibit G Amended and Restated Registration Rights Agreement, dated March 8, 2013, between Triangle Petroleum Corporation , NGP Triangle Holdings, LLC, NGP Natural Resources X, L.P. and NGP Natural Resources X Parallel Fund, L.P. (incorporated by reference to Exhibit G to Amendment No. 1 to the Schedule 13D filed by the Reporting Persons on March 11, 2013).

 

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SIGNATURES

After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct.

Date: June 1, 2016

 

 

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