Triangle Petroleum (TPLMQ) Form 3 Triangle Petroleum / Dominic Spencer ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Spencer Dominic

(Last) (First) (Middle)

1200 17TH STREET, SUITE 2600

(Street)

DENVER CO 80202

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/27/2015

3. Issuer Name and Ticker or Trading Symbol
Triangle Petroleum Corp [ TPLM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, Triangle USA

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	11,854	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units(1)	(2)	(3)	Common Stock	465,425	0	D

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock upon vesting.

2. Of the 465,425 RSUs held by the Reporting Person, 28,000 RSUs vest on December 15, 2015; 100,000 RSUs vest on March 6, 2016; 3,475 RSUs vest on March 7, 2016; 100,000 RSUs vest on March 6, 2017; 4,950 RSUs vest on March 7, 2017; 100,000 RSUs vest on March 6, 2018; 4,000 RSUs vest on March 7, 2018; 75,000 RSUs vest on May 3, 2018; and 50,000 RSUs vest on July 15, 2018.

3. Upon vesting, the RSUs will automatically be exchanged for an equal number of shares of the Issuer's Common Stock.

	/s/ Dominic Spencer	05/05/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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