| Item 1. | |
| (a) | Name of issuer:
GRAN TIERRA ENERGY INC. |
| (b) | Address of issuer's principal executive
offices:
500 Centre Street S.E., Calgary, Alberta, Canada, T2G 1A6 |
| Item 2. | |
| (a) | Name of person filing:
The names of the persons jointly filing this statement on Schedule 13G (collectively, the "Reporting Persons") are:
Equinox Partners Investment Management LLC, a Delaware limited liability company ("EPIM").
Equinox Partners, L.P., a Delaware limited partnership ("Equinox Partners").
Kuroto Fund LP, a Delaware limited partnership ("Kuroto").
Mason Hill Partners, LP, a Delaware limited partnership ("Mason Hill Partners").
Sean M. Fieler, a United States Citizen ("Mr. Fieler").
EPIM's principal business is serving as an investment advisor to certain private investment funds, including Equinox Partners, Kuroto, Mason Hill Partners, and other client accounts.
Each of Equinox Partners, Kuroto, and Mason Hill Partners is a private investment fund.
Mr. Fieler owns a controlling interest in, and is the managing member of, EPIM. |
| (b) | Address or principal business office or, if
none, residence:
The principal business office of each of the Reporting Persons is Three Stamford Plaza, 301 Tresser Blvd, 13th Fl., Stamford, CT 06901. |
| (c) | Citizenship:
Each of EPIM, Kuroto, Equinox Partners, and Mason Hill Partners is organized under the laws of the State of Delaware. Mr. Fieler is a citizen of the United States. |
| (d) | Title of class of securities:
Common Shares, par value $0.001 per share |
| (e) | CUSIP No.:
38500T200 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Each of EPIM and Mr. Fieler may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Common Shares which each of Equinox Partners, Kuroto, and Mason Hill Partners directly beneficially owns. Each of EPIM and Mr. Fieler disclaims beneficial ownership of such Common Shares for all other purposes.
EPIM acts as an investment advisor to certain client accounts and, by virtue of investment management agreements with these clients, has voting and dispositive power over the Common Shares held in such client accounts. Mr. Fieler is the managing member of, and owns a controlling interest in, EPIM. The filing of this statement should not be deemed an admission that EPIM or Mr. Fieler is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Shares held in such client accounts.
(a) Amount beneficially owned:
(i) EPIM beneficially owns 3,716,114 Common Shares.
(ii) Equinox Partners beneficially owns 1,736,061 Common Shares.
(iii) Kuroto beneficially owns 538,700 Common Shares.
(iv) Mason Hill Partners beneficially owns 141,921 Common Shares.
(v) Mr. Fieler beneficially owns 3,716,114 Common Shares.
(vi) Collectively, the Reporting Persons beneficially own 3,716,114 Common Shares. |
| (b) | Percent of class:
The following percentages are based on 36,460,141 Common Shares outstanding as of November 6, 2024, as provided by the Issuer to the Reporting Persons.
(i) EPIM's beneficial ownership of 3,716,114 Common Shares represents approximately 10.2% of the outstanding Common Shares.
(ii) Equinox Partners' beneficial ownership of 1,736,061 Common Shares represents approximately 4.8% of the outstanding Common Shares.
(iii) Kuroto's beneficial ownership of 538,700 Common Share represents approximately 1.5% of the outstanding Common Shares.
(iv) Mason Hill Partners' beneficial ownership of 141,921 Common Shares represents approximately 0.4% of the outstanding Common Shares.
(v) Mr. Fieler's beneficial ownership of 3,716,114 Common Shares represents approximately 10.2% of the outstanding Common Shares.
(vi) Collectively, the Reporting Persons' beneficial ownership of 3,716,114 Common Shares represents approximately 10.2% of the outstanding Common Shares. % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9.
|
| | (ii) Shared power to vote or to direct the
vote:
See Cover Pages Items 5-9.
|
| | (iii) Sole power to dispose or to direct the
disposition of:
See Cover Pages Items 5-9.
|
| | (iv) Shared power to dispose or to direct the
disposition of:
See Cover Pages Items 5-9.
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members
of the Group. |
| |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or
§240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit A to the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on September 17, 2024. |
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule
13d-1(c)