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): December 18, 2013
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 2600, Denver, CO 80202
(Address of principal executive offices)
Registrant’s telephone number, including area code: (303) 260-7125
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
To the extent required hereunder, the information set forth under Item 8.01 concerning Caliber Midstream Partners, L.P.’s entry into the Senior Secured Revolving Credit Facility is incorporated herein by reference.
Item 8.01 Other Events.
Press Release Regarding Caliber Midstream Partners, L.P.
On December 18, 2013, the Company issued a press release regarding Caliber Midstream Partners, L.P. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this Item 8.01 by reference.
Adoption of 10b5-1 Plan
Dr. Peter Hill, the Company’s Chairman of Board, has adopted a 10b5-1 stock trading plan. Dr. Hill’s plan provides for the future sale of shares of the Company’s common stock owned by Dr. Hill. Under the plan, a brokerage firm will be authorized to sell a certain number of shares periodically provided that the stock price remains above specified levels. The maximum number of shares that can be sold over the duration of the plan is 100,000 shares. The plan expires on October 31, 2014.
Dr. Hill has indicated to the Company that he entered into the plan to diversify his investment portfolio and for estate and tax planning purposes.
The foregoing trading plan is intended to comply with Rule10b5-1 of the Securities Exchange Act of 1934, as amended, and the Company’s insider trading policy. Rule 10b5-1 permits individuals who are not in possession of material, non-public information at the time a stock trading plan is adopted to establish prearranged written plans to buy or sell a specified number of shares of a company’s stock.
Transactions under the foregoing trading plan will be disclosed publicly through Form 4 and Form 144 filings with the Securities and Exchange Commission, to the extent required by law. The Company is not selling any shares and will not receive any proceeds from the sale of shares by Dr. Hill. This information in this Item 8.01 is being filed for informational purposes only.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1 Press Release, dated December 18, 2013
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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: December 18, 2013 | TRIANGLE PETROLEUM CORPORATION |
| |
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| By: | /s/ Justin Bliffen |
| | Justin Bliffen |
| | Chief Financial Officer |
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Index to Exhibits
Exhibit | | |
Number | | Description |
| | |
Exhibit 99.1* | | Press Release, dated December 18, 2013 |
* Filed herewith.
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