4//SEC Filing
Triangle Petroleum Corp 4
Accession 0000899243-17-018036
CIK 0001281922operating
Filed
Jul 5, 8:00 PM ET
Accepted
Jul 6, 8:41 PM ET
Size
22.3 KB
Accession
0000899243-17-018036
Insider Transaction Report
Form 4
GFW X, L.L.C.
10% Owner
Transactions
- Award
5% Convertible Promissory Notes
2017-06-30+4,543,277.08→ 155,863,141.77 totalExercise: $8.00→ Common Stock (567,910 underlying)
Transactions
- Award
5% Convertible Promissory Notes
2017-06-30+4,543,277.08→ 155,863,141.77 totalExercise: $8.00→ Common Stock (567,910 underlying)
NGP Triangle Holdings, LLC
Director10% Owner
Transactions
- Award
5% Convertible Promissory Notes
2017-06-30+4,543,277.08→ 155,863,141.77 totalExercise: $8.00→ Common Stock (567,910 underlying)
G.F.W. Energy X, L.P.
10% Owner
Transactions
- Award
5% Convertible Promissory Notes
2017-06-30+4,543,277.08→ 155,863,141.77 totalExercise: $8.00→ Common Stock (567,910 underlying)
NGP Natural Resources X, L.P.
10% Owner
Transactions
- Award
5% Convertible Promissory Notes
2017-06-30+4,543,277.08→ 155,863,141.77 totalExercise: $8.00→ Common Stock (567,910 underlying)
Footnotes (9)
- [F1]Pursuant to a Note Purchase Agreement (the "Note Purchase Agreement"), dated July 31, 2012, between Triangle Petroleum Corporation ("Triangle") and NGP Triangle Holdings, LLC ("NGP Triangle"), Triangle issued and sold to NGP Triangle $120,000,000 of convertible notes (the "Convertible Notes"), which are convertible at any time and from time to time into shares of common stock of Triangle (the "Common Stock") at an initial conversion price of $8.00 per share (subject to customary adjustments for stock splits and recapitalizations). The Convertible Notes accrue interest at a rate of 5% per annum, compounded quarterly, to be paid on each December 31, March 31, June 30 and September 30, and on the date of any redemption, conversion or exchange of the Convertible Notes. Such interest payments are to be paid in kind by adding the accrued interest to the principal balance of the Convertible Notes; provided, that, following July 31, 2017,
- [F2](Continued From Footnote 1)Triangle has the option to make such interest payments in cash. Accordingly, on September 30, 2012, accrued interest in the amount of $1,000,000 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $121,000,000. On December 31, 2012, accrued interest in the amount of $1,512,500 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $122,512,500. On March 31, 2013, accrued interest in the amount of $1,531,406.25 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $124,043,906.25. On June 30, 2013, accrued interest in the amount of $1,550,548.83 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $125,594,455.08. On September 30, 2013, accrued interest in the amount of $1,569,930.69 was added to the principal amount of the Convertible Notes,
- [F3](Continued From Footnote 2)resulting in an aggregate principal amount of $127,164,385.77. On December 31, 2013, accrued interest in the amount of $1,589,554.82 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $128,753,940.59. On March 31, 2014, accrued interest in the amount of $1,609,424.26 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $130,363,364.85. On June 30, 2014, accrued interest in the amount of $1,629,542.06 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $131,992,906.91. On September 30, 2014, accrued interest in the amount of $1,649,911.34 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $133,642,818.25. On December 31, 2014,
- [F4](Continued From Footnote 3)accrued interest in the amount of $1,670,535.23 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $135,313,353.47. On March 31, 2015, accrued interest in the amount of $1,691,416.92 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $137,004,770.39. On June 30, 2015, accrued interest in the amount of $1,712,559.63 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $138,717,330.02. On September 30, 2015, accrued interest in the amount of $1,733,966.63 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $140,451,296.64. On December 31, 2015, accrued interest in the amount of $1,755,641.21 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $142,206,937.85. On March 31, 2016,
- [F5](Continued From Footnote 4)accrued interest in the amount of $1,777,586.72 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $143,984,524.58. On June 30, 2016, accrued interest in the amount of $1,799,806.56 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $145,784,331.13. On September 30, 2016, accrued interest in the amount of $1,822,304.14 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $147,606,635.27. On December 31, 2016, accrued interest in the amount of $1,845,082.94 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $149,451,718.21. On March 31, 2017,
- [F6](Continued From Footnote 5)accrued interest in the amount of $1,868,146.48 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $151,319,864.69. Pursuant to the terms of the Convertible Notes, an "Event of Default" occurred on May 17, 2017 and the outstanding balance of the Convertible Notes of $153,841,831.05 became due and payable, which amount included $987,782.45 of interest that had accrued on the Convertible Notes from March 31, 2017 through May 17, 2017 and $1,534,183.91 of additional interest pursuant to the terms of the Convertible Notes. Following such Event of Default and for so long as it continues, the Convertible Notes will accrue interest at a rate of 11% per annum, compounded quarterly. On June 30, 2017,
- [F7](Continued From Footnote 6)accrued interest in the amount of $2,021,310.72 for the period from May 17, 2017 through June 30, 2017 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $155,863,141.77. Based on an initial conversion price of $8.00 per share, $4,543,277.08 in principal amount of Convertible Notes would be convertible into 567,910 shares of Common Stock and $155,863,141.77 in principal amount of Convertible Notes would be convertible into 19,482,893 shares of Common Stock.
- [F8]The issuance of the Convertible Notes to NGP Triangle and the payment of the interest thereon in kind were approved by the Board of Directors of Triangle. Accordingly, the transaction reported on this Form 4 is exempt from Section 16(b) pursuant to Rule 16b-3(d)(1) under the Securities Exchange Act of 1934 (the "Exchange Act"). The transaction reported on this Form 4 is also exempt pursuant to Rule 16a-9 under the Exchange Act.
- [F9]The Convertible Notes do not have an expiration date.
Documents
Issuer
Triangle Petroleum Corp
CIK 0001281922
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001281922
Filing Metadata
- Form type
- 4
- Filed
- Jul 5, 8:00 PM ET
- Accepted
- Jul 6, 8:41 PM ET
- Size
- 22.3 KB