J.P. Morgan Securities LLC 3
3 · Triangle Petroleum Corp · Filed Oct 30, 2017
Insider Transaction Report
Form 3
JPMORGAN CHASE & CO
10% Owner
Holdings
- (indirect: Through Subsidiary)
5% Convertible Promissory Notes
Exercise: $8.00→ Common Stock (20,108,672 underlying) - 1,613
Common Stock
Footnotes (4)
- [F1]Before J.P. Morgan Securities LLC ("JPM") became subject to Section 16, JPM effected a short sale of 1 share of common stock and borrowed shares from an unaffiliated broker for delivery against the sale. The short position remains open, and therefore JPM is obligated to deliver 1 share of common stock to the lender in repayment of the stock loan.
- [F2]On October 19, 2017, JPM acquired all of the outstanding convertible notes (the "Convertible Notes") of Triangle Petroleum Corporation ("Triangle") initially issued on July 31, 2012, 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.
- [F3](continued from footnote 1) 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, Triangle has the option to make such interest payments in cash. Accordingly, as of September 30, 2017 the aggregate principal amount of Convertible Notes was $160,149,378.19. Based on an initial conversion price of $8.00 per share, $160,149,378.19 in principal amount of Convertible Notes would be convertible into 20,018,672 shares of Common Stock.
- [F4]The Convertible Notes do not have an expiration date.