UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 19)*
TransAtlantic Petroleum Ltd.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
G89982113
(CUSIP Number)
Dalea Management, LLC
16803 Dallas Parkway Suite 300
Addison, Texas 75001
Attention: Michael S. Haynes
(972) 590-9931
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 20, 2018
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), §240.13d-1(f) or §240.13d-1(g), check the following box ☐.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. G89982113 |
| 1 | NAME OF REPORTING PERSON
Dalea Partners, LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Oklahoma | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
-0- | ||||
| 8 | SHARED VOTING POWER
13,126,887* | |||||
| 9 | SOLE DISPOSITIVE POWER
-0- | |||||
| 10 | SHARED DISPOSITIVE POWER
13,126,887* | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,126,887* | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.0%* | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
* While the above figures include all of the 1,921,668 common shares into which Dalea Partners’ Series A Preferred Shares are convertible, please see Item 3 with respect to the limitation on such conversion pursuant to the Mitchell Beneficial Ownership Cap.
| CUSIP No. G89982113 |
| 1 | NAME OF REPORTING PERSON
Dalea Management, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Oklahoma | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
-0- | ||||
| 8 | SHARED VOTING POWER
13,126,887* | |||||
| 9 | SOLE DISPOSITIVE POWER
-0- | |||||
| 10 | SHARED DISPOSITIVE POWER
13,126,887* | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,126,887* | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.0%* | |||||
| 14 | TYPE OF REPORTING PERSON
CO | |||||
* While the above figures include all of the 1,921,668 common shares into which Dalea Partners’ Series A Preferred Shares are convertible, please see Item 3 with respect to the limitation on such conversion pursuant to the Mitchell Beneficial Ownership Cap.
| CUSIP No. G89982113 |
| 1 | NAME OF REPORTING PERSON
Longfellow Energy, LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
-0- | ||||
| 8 | SHARED VOTING POWER
13,337,903* | |||||
| 9 | SOLE DISPOSITIVE POWER
-0- | |||||
| 10 | SHARED DISPOSITIVE POWER
13,337,903* | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,337,903* | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.2%* | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
* While the above figures include all of the 9,379,570 common shares into which Longfellow’s Series A Preferred Shares are convertible, please see Item 3 with respect to the limitation on such conversion pursuant to the Mitchell Beneficial Ownership Cap.
| CUSIP No. G89982113 |
| 1 | NAME OF REPORTING PERSON
Deut 8, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
-0- | ||||
| 8 | SHARED VOTING POWER
13,337,903* | |||||
| 9 | SOLE DISPOSITIVE POWER
-0- | |||||
| 10 | SHARED DISPOSITIVE POWER
13,337,903* | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,337,903* | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.2%* | |||||
| 14 | TYPE OF REPORTING PERSON
CO | |||||
* While the above figures include all of the 9,379,570 common shares into which Longfellow’s Series A Preferred Shares are convertible, please see Item 3 with respect to the limitation on such conversion pursuant to the Mitchell Beneficial Ownership Cap.
| CUSIP No. G89982113 |
| 1 | NAME OF REPORTING PERSON
N. Malone Mitchell, 3rd | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
204,578 | ||||
| 8 | SHARED VOTING POWER
28,789,338* | |||||
| 9 | SOLE DISPOSITIVE POWER
204,578 | |||||
| 10 | SHARED DISPOSITIVE POWER
28,789,338* | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,993,916 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.8%* | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
* Please see Item 3 re: the Mitchell Beneficial Ownership Cap.
| CUSIP No. G89982113 |
| 1 | NAME OF REPORTING PERSON
Amy Mitchell | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
25,000 | ||||
| 8 | SHARED VOTING POWER
28,789,338* | |||||
| 9 | SOLE DISPOSITIVE POWER
25,000 | |||||
| 10 | SHARED DISPOSITIVE POWER
28,789,338* | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,814,338* | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.6%* | |||||
| 14 | TYPE OF REPORTING PERSON IN | |||||
* Please see Item 3 re: the Mitchell Beneficial Ownership Cap.
AMENDMENT NO. 19 TO SCHEDULE 13D
This Amendment No. 19 to Schedule 13D (this “Nineteenth Amendment”) amends and supplements the Schedule 13D originally filed on April 17, 2008, as amended by Amendment No. 1 on June 25, 2008, Amendment No. 2 on August 28, 2008, Amendment No. 3 on September 29, 2008, Amendment No. 4 on December 30, 2008, Amendment No. 5 on July 2, 2009, Amendment No. 6 on December 3, 2009, Amendment No. 7 on September 13, 2010, Amendment No. 8 on May 17, 2011, Amendment No. 9 on March 23, 2012, Amendment No. 10 on January 10, 2014, Amendment No. 11 on January 14, 2015, Amendment No. 12 on May 5, 2015, Amendment No. 13 on August 28, 2015, Amendment No. 14 on April 13, 2016, Amendment No. 15 on July 12, 2016, Amendment No. 16 on December 1, 2016, Amendment No. 17 on April 20, 2017 and Amendment No. 18 on December 6, 2017 (collectively, the “Schedule 13D”). Unless otherwise indicated, all capitalized terms used but not defined herein shall have the same meaning ascribed to them in the Schedule 13D.
This Nineteenth Amendment is being filed to make updates and amendments to the Schedule 13D as follows:
| Item 1. | Security and Issuer |
There are no changes to the Item 1 information previously filed.
| Item 2. | Identity and Background |
There are no changes to the Item 2 information previously filed.
| Item 3. | Source and Amount of Funds or Other Consideration |
In addition to the Item 3 information previously filed, Mr. Mitchell and his affiliated entities are in discussions with third parties regarding sources of funds to acquire the Issuer’s equity that are not currently owned by Mr. Mitchell and his affiliated entities. Such sources of funds will likely result in Mr. Mitchell and his affiliated entities partnering with one or more parties to collectively raise sufficient funds to acquire 100% of the Issuer’s equity. Whether any funds will be raised as debt from banks or other sources is not certain.
| Item 4. | Purpose of Transaction |
Item 4 is hereby amended and supplemented by adding the following paragraphs thereto:
The Reporting Persons intend to pursue the acquisition of 100% of the Issuer’s equity. The Reporting Persons expect to commencenon-binding negotiations with the Issuer to consummate such acquisition and the Reporting Persons may terminate any such discussions at any time in their sole discretion. There can be no assurance that such acquisition will be agreed to or consummated. The Reporting Persons do not undertake to amend this Schedule 13D to reflect any discussions with the Issuer regarding the proposal made until such time, if any, as a definitive agreement is reached.
If the Reporting Persons reach an agreement with funding, sources and with the Issuer, it is expected that the contemplated transaction will be subject to (i) shareholder approval, (ii) potentially the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (iii) satisfaction of all consents, approvals or authorizations of, declarations or filings under applicable all applicable laws (domestic and foreign), including competition laws and investment laws.
If the proposed acquisition of 100% of the Issuer’s equity were to succeed, the Reporting Persons intend to delist the Issuer’s securities from all stock exchanges and to terminate the securities registration of all outstanding securities.
The Reporting Persons may enter into discussions with other shareholders, industry participants and third parties in connection with all or some of the matters referenced in this Item 4. The Reporting Persons intend to review their investment in the Issuer’s equity on a continuing basis and may from time to time and at any time in the future, depending on various factors, including, without limitation, the outcome of any discussions with the Issuer, the Issuer’s financial position and strategic direction, actions taken by the Issuer, the price levels of the Issuer’s equity, conditions in the securities markets and general economic and industry conditions, take such actions with respect to its investment in the Issuer as they deem appropriate, including, without limitation: (i) acquiring additional shares of common stock and/or other equity, debt, notes, other securities, or derivative or other instruments of the Issuer that are based upon or relate to the value of the shares of common stock of the Issuer (collectively, “Securities”) in the open market, privately negotiated transactions or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
Except as set forth herein, the Reporting Persons have no other plans or proposals relating to the information required to be disclosed in subparagraphs (a) through (j) of Item 4.
| Item 5. | Interest in Securities of the Issuer |
There are no changes to the Item 5 information previously filed.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Item 6 of the Schedule 13D is hereby amended by the addition of information set forth in Items 3 and 4 above, which information is incorporated into this Item 6 by reference.
| Item 7. | Material to be Filed as Exhibits |
Exhibit | Description | Filing | ||
| 1 | Joint Filing Agreement | Filed as Exhibit 1 to Fifteenth Amendment to Schedule 13D filed with the SEC on July 12, 2016. | ||
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: August 20, 2018
| DALEA PARTNERS, LP | ||
By: | Dalea Management, LLC, its general partner | |
| By: | /s/ N. Malone Mitchell, 3rd | |
| Name: | N. Malone Mitchell, 3rd | |
| Title: | Manager | |
| DALEA MANAGEMENT, LLC | ||
| By: | /s/ N. Malone Mitchell, 3rd | |
| Name: | N. Malone Mitchell, 3rd | |
| Title: | Manager | |
| LONGFELLOW ENERGY, LP | ||
| By: | Deut 8, LLC, its general partner | |
| By: | /s/ N. Malone Mitchell, 3rd | |
| Name: | N. Malone Mitchell, 3rd | |
| Title: | Manager | |
| DEUT 8, LLC | ||
| By: | /s/ N. Malone Mitchell, 3rd | |
| Name: | N. Malone Mitchell, 3rd | |
| Title: | Manager | |
| /s/ N. MALONE MITCHELL, 3rd |
| N. MALONE MITCHELL, 3rd |
| /s/ AMY MITCHELL |
| AMY MITCHELL |
