UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 1724, 2017

TRIANGLE PETROLEUM CORPORATION

(Exact name of registrant as specified in charter)


Delaware	001-34945	98-0430762
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	file number)	Identification No.)

1200 17th Street, Suite 2500, Denver, CO 80202

(Address of principal executive offices)

Registrant’s telephone number, including area code: (303) ~~260~~385-~~1680~~8439


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ◻

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Item 25.0402 ~~Triggering~~Departure ~~Events~~of ~~That~~Directors ~~Accelerate~~ or ~~Increase~~Certain aOfficers; ~~Direct~~Election ~~Financial~~of ~~Obligation~~Directors; orAppointment anof ~~Obligation~~Certain ~~under~~Officers; anCompensatory ~~Off-Balance~~Arrangements ~~Sheet~~of ~~Arrangement~~Certain Officers.

AsAppointment previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 3, 2017, Triangle Petroleum Corporation (the “Company”) received a letter from NGP Triangle Holdings, LLC (“NGP”) on May 2, 2017 electing to require the Company to repurchase the 5.0% Convertible Promissory Note dated July 31, 2012 executed by the Company and payable to the order of ~~NGP~~Chief ~~(the~~Restructuring “Note”). The letter acknowledged the occurrence of a “Fundamental Change” under the Note, specified May 17, 2017 as the repurchase date, and demanded payment of $153,841,831.05 by wire transfer of immediately available funds on such date. The Company did not repay the Note on May 17, 2017, which constituted an “Event of Default” under the Note and caused the outstanding balance to become immediately and automatically due and payable in full.Officer

AOn ~~complete~~May 24, ~~copy~~2017, Triangle ofPetroleum Corporation (the ~~Note~~“Company”) engaged Development Specialists, Inc. (“DSI”) to provide various restructuring advisory and consulting services. In connection therewith, Mr. Bradley D. Sharp of DSI was ~~filed~~appointed as ~~Exhibit~~the 4Company’s Chief Restructuring Officer.1 Mr. Sharp’s services to the ~~Current~~Company ~~Report~~are onbilled ~~Form~~by ~~8-K~~DSI, ~~filed~~and ~~with~~he is not separately compensated by Triangle for serving as its Chief Restructuring Officer. DSI is not an affiliate of the ~~SEC~~Company onor ~~August~~any 1,of ~~2012~~its subsidiaries.

~~Item~~Mr. Sharp, 8age 54, is the President & CEO of DSI with more than 20 years of experience providing crisis management, financial advisory and third party fiduciary services.01 ~~Other~~He ~~Events~~has been employed at DSI since 1993 and was appointed as its President & CEO in January 2017. Mr. Sharp has advised and operated companies in numerous industries and has previously served as Chief Restructuring Officer at various companies.

~~The~~Mr. Sharp has no family relationship with any director or executive officer of the Company ~~continues~~and tohas ~~engage~~not been involved in ~~discussions~~any ~~with~~related ~~certain~~person oftransaction ~~its~~that ~~stakeholders~~would ~~with~~require ~~respect~~disclosure pursuant to Item 404(a) ~~potential~~of ~~consensual~~Regulation ~~restructuring~~S-K. Mr. orSharp ~~recapitalization~~has ofexecuted the Company.’s Tostandard ~~date~~form of Indemnification Agreement, ~~such~~a ~~discussions~~copy ~~have~~of ~~not~~which ~~resulted~~was infiled ~~any~~as ~~definitive~~Exhibit ~~agreements~~10.1 Ifto the Company’s isCurrent ~~unable~~Report toon ~~restructure~~Form or8-K ~~recapitalize,~~filed itwith ~~may~~the beSecurities ~~compelled~~and toExchange ~~reorganize~~Commission ~~through~~on ~~bankruptcy~~March 24, 2016 and is incorporated herein by reference.

Agreement with Ryan McGee

On May 24, 2017, the Company entered into a Special Compensation Agreement (the “Compensation Agreement”) with Mr. Ryan McGee, the Company’s General Counsel and Secretary. Pursuant to the Compensation Agreement, Mr. McGee’s monthly base salary is set at $35,000, and he received a cash retention bonus of $150,000 upon execution of the agreement. The cash retention bonus, which is intended to secure Mr. McGee’s services while the Company continues to explore and evaluate strategic alternatives, is repayable by Mr. McGee if the Company terminates his employment with “cause” or he terminates his employment without “good reason” before the earlier of the six month anniversary of the effective date of the Compensation Agreement or the consummation of certain Company reorganization events.

The foregoing description of the Compensation Agreement is a summary only and is qualified in its entirety by reference to the full text of the Compensation Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits


Exhibit 10.1	Special Compensation Agreement, dated May 24, 2017, between Triangle Petroleum Corporation and Ryan McGee.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 23, 2017	TRIANGLE PETROLEUM CORPORATION
Date: May 31, 2017	TRIANGLE PETROLEUM CORPORATION
	By:	/s/ Ryan McGee
		Ryan McGee
		General Counsel

Index to Exhibits


Exhibit Number	Description
Exhibit 10.1	Special Compensation Agreement, dated May 24, 2017, between Triangle Petroleum Corporation and Ryan McGee.

Filing Compare · Triangle Petroleum Corp