Filing Details
- Accession Number:
- 0001193125-16-646082
- Form Type:
- 13D Filing
- Publication Date:
- 2016-07-12 10:41:02
- Filed By:
- Mitchell Noah Malone Iii
- Company:
- Transatlantic Petroleum Ltd. (NYSEMKT:TAT)
- Filing Date:
- 2016-07-12
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Dalea Partners | 0 | 11,388,513 | 0 | 11,388,513 | 11,388,513 | 24.0% |
| Dalea Management | 0 | 11,388,513 | 0 | 11,388,513 | 11,388,513 | 24.0% |
| Longfellow Energy | 0 | 3,958,333 | 0 | 3,958,333 | 3,958,333 | 8.4% |
| Deut 8 | 0 | 3,958,333 | 0 | 3,958,333 | 3,958,333 | 8.4% |
| ANBE Holdings | 0 | 2,967,603 | 0 | 2,967,603 | 2,967,603 | 6.0% |
| ANBE | 0 | 2,967,603 | 0 | 2,967,603 | 2,967,603 | 6.0% |
| Pinon Foundation | 0 | 2,455,585 | 0 | 2,455,585 | 2,455,585 | 5.0% |
| N. Malone Mitchell, 3rd | 430,730 | 21,076,959 | 430,730 | 21,076,959 | 21,507,689 | 41.4% |
| Amy Mitchell | 25,000 | 21,076,959 | 25,000 | 21,076,959 | 21,101,959 | 40.9% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
TransAtlantic Petroleum Ltd.
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
G89982113
(CUSIP Number)
Dalea Management, LLC
16803 Dallas Parkway Suite 300
Addison, Texas 75001
Attention: Christine Stroud
(972) 590-9879
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 29, 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 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 (the 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).
Schedule 13D/A
| CUSIP No. G89982113 |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dalea Partners, LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO* | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Oklahoma | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
-0- | ||||
| 8 | SHARED VOTING POWER
11,388,513 | |||||
| 9 | SOLE DISPOSITIVE POWER
-0- | |||||
| 10 | SHARED DISPOSITIVE POWER
11,388,513 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,388,513 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.0 % | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
| * | See Item 3. |
Schedule 13D/A
| CUSIP No. G89982113 |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dalea Management, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO* | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Oklahoma | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
-0- | ||||
| 8 | SHARED VOTING POWER
11,388,513 | |||||
| 9 | SOLE DISPOSITIVE POWER
-0- | |||||
| 10 | SHARED DISPOSITIVE POWER
11,388,513 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,388,513 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.0 % | |||||
| 14 | TYPE OF REPORTING PERSON
CO | |||||
| * | See Item 3. |
Schedule 13D/A
| CUSIP No. G89982113 |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Longfellow Energy, LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO* | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
-0- | ||||
| 8 | SHARED VOTING POWER
3,958,333 | |||||
| 9 | SOLE DISPOSITIVE POWER
-0- | |||||
| 10 | SHARED DISPOSITIVE POWER
3,958,333 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,958,333 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4% | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
| * | See Item 3. |
Schedule 13D/A
| CUSIP No. G89982113 |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Deut 8, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO* | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
-0- | ||||
| 8 | SHARED VOTING POWER
3,958,333 | |||||
| 9 | SOLE DISPOSITIVE POWER
-0- | |||||
| 10 | SHARED DISPOSITIVE POWER
3,958,333 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,958,333 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4% | |||||
| 14 | TYPE OF REPORTING PERSON
CO | |||||
| * | See Item 3. |
Schedule 13D/A
| CUSIP No. G89982113 |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ANBE Holdings, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO* | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
-0- | ||||
| 8 | SHARED VOTING POWER
2,967,603 | |||||
| 9 | SOLE DISPOSITIVE POWER
-0- | |||||
| 10 | SHARED DISPOSITIVE POWER
2,967,603 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,967,603 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0% | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
| * | See Item 3. |
Schedule 13D/A
| CUSIP No. G89982113 |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ANBE, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
AF* | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
-0- | ||||
| 8 | SHARED VOTING POWER
2,967,603 | |||||
| 9 | SOLE DISPOSITIVE POWER
-0- | |||||
| 10 | SHARED DISPOSITIVE POWER
2,967,603 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,967,603 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0% | |||||
| 14 | TYPE OF REPORTING PERSON
CO | |||||
| * | See Item 3. |
Schedule 13D/A
| CUSIP No. G89982113 |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Pinon Foundation | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO* | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Oklahoma | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
-0- | ||||
| 8 | SHARED VOTING POWER
2,455,585 | |||||
| 9 | SOLE DISPOSITIVE POWER
-0- | |||||
| 10 | SHARED DISPOSITIVE POWER
2,455,585 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,455,585 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0% | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
| * | See Item 3. |
Schedule 13D/A
| CUSIP No. G89982113 |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
N. Malone Mitchell, 3rd | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO* | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
430,730 | ||||
| 8 | SHARED VOTING POWER
21,076,959 | |||||
| 9 | SOLE DISPOSITIVE POWER
430,730 | |||||
| 10 | SHARED DISPOSITIVE POWER
21,076,959 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,507,689 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.4% | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
| * | See Item 3. |
Schedule 13D/A
| CUSIP No. G89982113 |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Amy Mitchell | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO* | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
25,000 | ||||
| 8 | SHARED VOTING POWER
21,076,959 | |||||
| 9 | SOLE DISPOSITIVE POWER
25,000 | |||||
| 10 | SHARED DISPOSITIVE POWER
21,076,959 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,101,959 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.9% | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
| * | See Item 3. |
AMENDMENT NO. 15 TO SCHEDULE 13D
This Amendment No. 15 to Schedule 13D (this Fifteenth Amendment) amends and supplements the Schedule 13D originally filed on April 17, 2008, as amended by Amendment No. 1 on June 25, 2008, Amendment No. 2 on August 28, 2008, Amendment No. 3 on September 29, 2008, Amendment No. 4 on December 30, 2008, Amendment No. 5 on July 2, 2009, Amendment No. 6 on December 3, 2009, Amendment No. 7 on September 13, 2010, Amendment No. 8 on May 17, 2011, Amendment No. 9 on March 23, 2012, Amendment No. 10 on January 10, 2014, Amendment No. 11 on January 14, 2015, Amendment No. 12 on May 5, 2015, Amendment No. 13 on August 28, 2015, and Amendment No. 14 on April 13, 2016 (collectively, the Schedule 13D). Unless otherwise indicated, all capitalized terms used but not defined herein shall have the same meaning ascribed to them in the Schedule 13D.
This Fifteenth Amendment is being filed to make updates and amendments to the Schedule 13D as follows:
| Item 1. | Security and Issuer |
There are no changes to the Item 1 information previously filed.
| Item 2. | Identity and Background |
Item 2 is hereby amended and supplemented by (i) revising the definition of Reporting Persons to also include the Pinon Foundation and (ii) adding the following paragraph thereto:
Pinon Foundation (Pinon Foundation) is a not-for-profit corporation incorporated under the laws of the State of Texas. It is a non-profit charitable organization established to identify 501(c) 3 organizations and educational institutions that promote the education, health and well-being of children and the elderly.
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended and supplemented by adding the following paragraphs thereto:
On June 29, 2016, Dalea Partners subscribed to purchase 511,551 shares of Issuers common shares at a price of $0.6599 per share, for a total purchase price of $337,573.00. The purchase was made pursuant to a private transaction and Dalea Partners paid for the purchase price with cash on hand. The shares were issued to Dalea Partners on June 30, 2016.
On June 30, 2016, Issuer issued 201,459 shares of Issuers common shares to Dalea Partners in lieu of payment of $132,943.07 in interest (the Dalea Interest Payment) that Dalea Partners would have been entitled to receive on July 1, 2016 under the 13% convertible notes due 2017 in the aggregate principal amount of $2,050,000.00 issued by Issuer and held by Dalea Partners (the Dalea Notes). The shares were issued at a value of $0.6599 per share.
On June 30, 2016, Issuer and ANBE Holdings entered into an extension of convertible note pursuant to which the maturity date of the ANBE Note was extended to August 31, 2016 and the deadline by which the Issuer can request subsequent advances under the ANBE Note was extended to August 15, 2016. On June 30, 2016, Issuer issued 355,826 shares of Issuers common shares to ANBE Holdings in lieu of payment of $234,809.79 in interest that ANBE Holdings would have been entitled to receive on July 1, 2016 under the ANBE Note. The shares were issued at a value of $0.6599 per share.
On June 30, 2016, Issuer issued 984,997 shares of Issuers common shares to Pinon Foundation in lieu of payment of $650,000.00 in interest that Pinon Foundation would have been entitled to receive on July 1, 2016 under the Pinon Note. The shares were issued at a value of $0.6599 per share.
| Item 4. | Purpose of the Transaction |
There are no changes to the Item 4 information previously filed.
| Item 5. | Interest in Securities of the Issuer |
Items 5(a), 5(b), and 5(c) are hereby amended and restated to read in their entirety as follows:
| (a) | Amount beneficially owned: |
| (i) | Dalea Partners beneficially owns the aggregate number and percentage of the Issuers common shares as stated in Rows 11 and 13 of the Dalea Partners cover page of this Fifteenth Amendment. |
| (ii) | Dalea Management beneficially owns the aggregate number and percentage of the Issuers common shares as stated in Rows 11 and 13 of the Dalea Management cover page of this Fifteenth Amendment. |
| (iii) | Longfellow beneficially owns the aggregate number and percentage of the Issuers common shares as stated in Rows 11 and 13 of the Longfellow cover page of this Fifteenth Amendment. |
| (iv) | Deut 8 beneficially owns the aggregate number and percentage of the Issuers common shares as stated in Rows 11 and 13 of the Deut 8 cover page of this Fifteenth Amendment. |
| (v) | ANBE Holdings beneficially owns the aggregate number and percentage of the Issuers common shares as stated in Rows 11 and 13 of the ANBE Holdings cover page of this Fifteenth Amendment. |
| (vi) | ANBE, LLC beneficially owns the aggregate number and percentage of the Issuers common shares as stated in Rows 11 and 13 of the ANBE, LLC cover page of this Fifteenth Amendment. |
| (vii) | Pinon Foundation beneficially owns the aggregate number and percentage of the Issuers common shares as stated in Rows 11 and 13 of the Pinon Foundation cover page of this Fifteenth Amendment. |
| (viii) | Mitchell beneficially owns the aggregate number and percentage of the Issuers common shares as stated in Rows 11 and 13 of the Mitchell cover page of this Fifteenth Amendment. |
| (ix) | Amy Mitchell beneficially owns the aggregate number and percentage of the Issuers common shares as stated in Rows 11 and 13 of the Amy Mitchell cover page of this Fifteenth Amendment. |
| (b) | Power to Vote/ Power to Dispose: |
| (i) | Dalea Partners shares the power to vote and the power to dispose the amount of the Issuers common shares listed in Rows 8 and 10 of the Dalea Partners cover page of this Fifteenth Amendment. |
| (ii) | Dalea Management shares the power to vote and the power to dispose the amount of the Issuers common shares listed in Rows 8 and 10 of the Dalea Management cover page of this Fifteenth Amendment. |
| (iii) | Longfellow shares the power to vote and the power to dispose the amount of the Issuers common shares listed in Rows 8 and 10 of the Longfellow cover page of this Fifteenth Amendment. |
| (iv) | Deut 8 shares the power to vote and the power to dispose the amount of the Issuers common shares listed in Rows 8 and 10 of the Deut 8 cover page of this Fifteenth Amendment. |
| (v) | ANBE Holdings shares the power to vote and the power to dispose the amount of the Issuers common shares listed in Rows 8 and 10 of the ANBE Holdings cover page of this Fifteenth Amendment. |
| (vi) | ANBE, LLC shares the power to vote and the power to dispose the amount of the Issuers common shares listed in Rows 8 and 10 of the ANBE, LLC cover page of this Fifteenth Amendment |
| (vii) | Pinon Foundation shares the power to vote and the power to dispose the amount of the Issuers common shares listed in Rows 8 and 10 of the Pinon Foundation cover page of this Fifteenth Amendment |
| (viii) | Mitchell possesses the sole power to vote and the sole power to dispose the amount of the Issuers common shares listed in Rows 7 and 9 of the Mitchell cover page of this Fifteenth Amendment. Mitchell shares the power to vote and the power to dispose the amount of the Issuers common shares listed in Rows 8 and 10 of the Mitchell cover page of this Fifteenth Amendment. |
| (ix) | Amy Mitchell possesses the sole power to vote and the sole power to dispose the amount of the Issuers common shares listed in Rows 7 and 9 of the Amy Mitchell cover page of this Fifteenth Amendment. Amy Mitchell shares the power to vote and the power to dispose the amount of the Issuers common shares listed in Rows 8 and 10 of the Amy Mitchell cover page of this Fifteenth Amendment. |
(c) On June 12, 2016, Mitchell acquired 7,685 shares of Issuers common shares pursuant to the vesting in full of restricted stock units. See Item 3.
There are no further changes to the Item 5 information previously filed.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Item 6 is hereby amended and supplemented by adding the following paragraphs thereto:
Issuer had entered into a Pledge Agreement (the Dalea Pledge Agreement) with Dalea Partners on April 19, 2016, whereby Dalea Partners pledged the $2,050,000 principal amount of the Dalea Notes, including any future securities for which the Dalea Notes may be converted or exchanged, as security for the performance of Dalea Partners obligations under that certain Amended and Restated Promissory Note, dated April 19, 2016, made by Dalea Partners in favor of Issuer in the principal amount of $7,964,053.21 (the Amended Transatlantic Note). On June 30, 2016, Issuer and Dalea Partners entered into a Waiver (the Dalea Waiver), pursuant to which Issuer waived its right, under Section 2.2(c) of the Dalea Pledge Agreement, to receive the Dalea Interest Payment.
| Item 7. | Material to be Filed As Exhibits. |
| Exhibit | Description | Filing | ||
| 1 | Joint Filing Agreement | Filed herewith. | ||
| 2 | Amended Transatlantic Note | Incorporated by reference to Exhibit 10.2 to Issuers Current Report on Form 8-K, filed with the SEC on April 22, 2016. | ||
| 3 | Dalea Pledge Agreement | Incorporated by reference to Exhibit 10.3 to Issuers Current Report on Form 8-K, filed with the SEC on April 22, 2016. | ||
| 4 | Dalea Waiver | Filed herewith. | ||
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: July 12, 2016
| DALEA PARTNERS, LP | ||
| By: | Dalea Management, LLC, its general partner | |
| By: | /s/ N. Malone Mitchell, 3rd | |
| Name: | N. Malone Mitchell, 3rd | |
| Title: | Manager | |
| DALEA MANAGEMENT, LLC | ||
| By: | /s/ N. Malone Mitchell, 3rd | |
| Name: | N. Malone Mitchell, 3rd | |
| Title: | Manager | |
| LONGFELLOW ENERGY, LP | ||
| By: | Deut 8, LLC, its general partner | |
| By: | /s/ N. Malone Mitchell, 3rd | |
| Name: | N. Malone Mitchell, 3rd | |
| Title: | Manager | |
| DEUT 8, LLC | ||
| By: | /s/ N. Malone Mitchell, 3rd | |
| Name: | N. Malone Mitchell, 3rd | |
| Title: | Manager | |
| ANBE HOLDINGS, L.P. | ||
| By: | ANBE LLC, its general partner | |
| By: | /s/ N. Malone Mitchell, 3rd | |
| Name: | N. Malone Mitchell, 3rd | |
| Title: | Manager | |
| ANBE, LLC | ||
| By: | /s/ N. Malone Mitchell, 3rd | |
| Name: | N. Malone Mitchell, 3rd | |
| Title: | Manager | |
| PINON FOUNDATION | ||
| By: | /s/ N. Malone Mitchell, 3rd | |
| Name: | N. Malone Mitchell, 3rd | |
| Title: | Director | |
| /s/ N. Malone Mitchell, 3rd |
| N. MALONE MITCHELL, 3rd |
| /s/ Amy Mitchell |
| AMY MITCHELL |