Filing Details
- Accession Number:
- 0000905148-16-001959
- Form Type:
- 13D Filing
- Publication Date:
- 2016-10-11 17:12:41
- Filed By:
- West Face Capital
- Company:
- Gran Tierra Energy Inc. (NYSEMKT:GTE)
- Filing Date:
- 2016-10-11
- SEC Url:
- 13D Filing
Ownership Summary
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 |
|---|---|---|---|---|---|---|
| WEST FACE CAPITAL INC | 0 | 17,378,764 | 0 | 17,378,764 | 17,378,764 | 4.97% |
| GREGORY A. BOLAND | 0 | 17,378,764 | 0 | 17,378,764 | 17,378,764 | 4.97% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
(Amendment No. 5)*
| GRAN TIERRA ENERGY INC. |
| (Name of Issuer) |
| Common Stock, US$0.001 par value per share |
| (Title of Class of Securities) |
| 38500T101 |
| (CUSIP Number) |
Supriya Kapoor
2 Bloor Street East, Suite 3000
Toronto, Ontario M4W 1A8
(647) 724-8900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 6, 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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).
| CUSIP No. 38500T101 | Page 2 of 6 Pages |
| 1 | NAMES OF REPORTING PERSONS | | | |
| WEST FACE CAPITAL INC. | | | ||
| | | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | | | |
| (a) [ ] (b) [ ] | | | ||
| | | |||
| 3 | SEC USE ONLY | | | |
| | | | ||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | |
| WC | | | ||
| | | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ||
| [ ] | | | ||
| | | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | |
| Canada | | | ||
| | | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | 0 | |
| | | | ||
| | | |||
| 8 | SHARED VOTING POWER | 17,378,764 | | |
| | | | ||
| | | |||
| 9 | SOLE DISPOSITIVE POWER | 0 | | |
| | | | ||
| | | |||
| 10 | SHARED DISPOSITIVE POWER | 17,378,764 | | |
| | | | ||
| | | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | ||
| 17,378,764 | | | ||
| | | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ||
| [ ] | | | ||
| | | |||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | |
| 4.97% | | | ||
| | | |||
| 14 | TYPE OF REPORTING PERSON | | | |
| CO, OO | | | ||
| | | |||
| CUSIP No. 38500T101 | Page 3 of 7 Pages |
| 1 | NAMES OF REPORTING PERSONS | | | |
| GREGORY A. BOLAND | | | ||
| | | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | | | |
| (a) [ ] (b) [ ] | | | ||
| | | |||
| 3 | SEC USE ONLY | | | |
| | | | ||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | |
| WC | | | ||
| | | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ||
| [ ] | | | ||
| | | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | |
| Canada | | | ||
| | | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | 0 | |
| | | | ||
| | | |||
| 8 | SHARED VOTING POWER | 17,378,764 | | |
| | | | ||
| | | |||
| 9 | SOLE DISPOSITIVE POWER | 0 | | |
| | | | ||
| | | |||
| 10 | SHARED DISPOSITIVE POWER | 17,378,764 | | |
| | | | ||
| | | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | ||
| 17,378,764 | | | ||
| | | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ||
| [ ] | | | ||
| | | |||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | |
| 4.97% | | | ||
| | | |||
| 14 | TYPE OF REPORTING PERSON | | | |
| IN, HC | | | ||
| | | |||
SCHEDULE 13D
Page 4 of 7 Pages
| Item 1. | Security and Issuer |
This Amendment No. 5 to Schedule 13D is being filed by West Face Capital Inc. (“West Face”) and Gregory A. Boland (“Mr. Boland”) (collectively, the “Reporting Persons”), pursuant to §240.13d-2(a), to amend the Schedule 13D filed on April 21, 2015 (“Initial Schedule 13D”) as amended by Amendment No. 1 filed on May 11, 2015, Amendment No. 2 filed on June 3, 2015, Amendment No. 3 filed on December 24, 2015 and Amendment No. 4 filed on January 29, 2016 (each Amendment together with the Initial Schedule 13D, the "Amended Schedule 13D") relating to the Common Shares, $0.001 par value (the “Shares”), of Gran Tierra Energy Inc. (the “Issuer” or the “Company”), whose principal executive offices are located at 200, 150 13 Avenue S.W., Calgary, Alberta, Canada T2R 0V2. Except as set forth below, all Items of the Amended Schedule 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Amended Schedule 13D.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
Item 4 of this Amendment No. 5 is incorporated by reference herein.
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On April 1, 2016, the Reporting Persons acquired $8,000,000 of the Company’s 5.00% Convertible Senior Notes due 2021 (the “Notes”). The Notes are convertible at the holder’s option at any time prior to the close of business on the business day immediately preceding the April 1, 2021 maturity date. Upon conversion, the Company will deliver for each $1,000 principal amount of converted Notes a number of Shares at a conversion rate initially set at 311.4295 Shares per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $3.21 per Share). Additional information on the Notes is available in the Indenture dated as of April 6, 2016, filed as Exhibit 4.1 to the current report on Form 8-K filed by the Company on April 6, 2016, which is incorporated herein by reference.
On July 8, 2016, the Company issued 57,835,134 subscription receipts (the “Receipts”), in a private placement, at a price of $3.00 per Receipt, to certain directors and executive officers of the Company and certain institutional investors. In connection with this private placement of Receipts, the Reporting Persons acquired 2,900,000 Receipts. Each Receipt provides the holder the right to receive one Share upon satisfaction of the Escrow Release Condition (defined in the current report on Form 8-K filed by the Company on July 14, 2016) on or before 5:00 p.m. (Toronto time) on October 31, 2016. On August 23, 2016, the Escrow Release Condition was satisfied and the Reporting Persons received 2,900,000 Shares in exchange for its Receipts. Additional information on the Receipts is available in the Subscription Receipt Agreement dated as of July 8, 2016, filed as Exhibit 4.1 to the current report on Form 8-K filed by the Company on July 14, 2016, which is incorporated herein by reference.
In connection with the private placement of the Receipts, the Company agreed to enter into registration rights agreements with each of the Receipt subscribers. The form of this registration rights agreement is filed as Exhibit 4.2 to the current report on Form 8-K filed by the Company on July 14, 2016, and is incorporated herein by reference.
SCHEDULE 13D
Page 6 of 7 Pages
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.
October 11, 2016
| WEST FACE CAPITAL INC. | |||
| | By: | /s/ Supriya Kapoor | |
| Name: | Supriya Kapoor | ||
| Title: | Attorney-in-fact for Gregory A. Boland, President and Chief Executive Officer of West Face Capital Inc. | ||
| GREGORY A. BOLAND | |||
| | By: | /s/ Supriya Kapoor | |
| Name: | Supriya Kapoor | ||
| Title: | Attorney-in-fact for Gregory A. Boland | ||
SCHEDULE 13D
Page 7 of 7 Pages
EXHIBIT O
SCHEDULE OF TRANSACTIONS
| Name of Account | Date of Transaction | Nature of Transaction | Quantity of Shares | Price per Share | How Transaction Effected |
| West Face Long Term Opportunities Global Master L.P. | 8/23/2016 | Purchase |
2,900,000 | (1) | Private Placement |
| West Face Long Term Opportunities Global Master L.P. | 9/30/2016 | Sale |
500,000 | $3.0090(2) | Open Market |
| West Face Long Term Opportunities Global Master L.P. | 10/03/2016 | Sale |
700 | $3.00 | Open Market |
| West Face Long Term Opportunities Global Master L.P. | 10/04/2016 | Sale |
11,300 | $3.0031(3) | Open Market |
| West Face Long Term Opportunities Global Master L.P. | 10/05/2016 | Sale |
1,000,000 |
3.026985(4) | Open Market |
| West Face Long Term Opportunities Global Master L.P. | 10/06/2016 | Sale |
988,000 | $3.099449(5) | Open Market |
| 1. | As described in greater detail in Item 4 of this Amendment No. 5, these Shares were acquired in exchange for 2,900,000 Receipts held by the Reporting Persons. |
| 2. | This price reflects an average weighted price. The actual prices for these transactions range from $3.00 to $3.0450 inclusive, per Share. The Reporting Persons further undertake to provide upon request by the Commission staff, the Company, or a security holder of the Company, full information regarding the number of Shares sold at each separate price with the range set forth in the footnotes (1) through (5) to this Schedule 13D. |
| 3. | This price reflects an average weighted price. The actual prices for these transactions range from $3.003 to $3.005, inclusive. |
| 4. | This price reflects an average weighted price. The actual prices for these transactions range from $3.00 to $3.0750, inclusive. |
| 5. | This price reflects an average weighted price. The actual prices for these transactions range from $3.01 to $3.14, inclusive. |