SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Park Place Energy Inc. [ PKPL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 04/29/2016 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Shares | 500,000 | D | ||||||||
| Common Shares | 200,000 | I | Larsen Energy Consulting Inc. | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Options | $0.23 | 11/01/2013 | 10/31/2016 | Common Shares | 400,000 | 400,000 | D | ||||||||
| Warrants | $0.2 | 08/30/2013 | 08/29/2016 | Common Shares | 500,000 | 500,000 | D | ||||||||
| Stock Options | $0.1 | 05/01/2013 | 04/30/2018 | Common Shares | 600,000 | 600,000 | I | Larsen Energy Consulting Inc. | |||||||
| Restricted Stock Units(1) | (1) | (2) | (3) | Common Shares | 203,571 | 203,571 | D | ||||||||
| Restricted Stock Units(1) | (1) | (4) | (5) | Common Shares | 301,475 | 301,475 | D | ||||||||
| Restricted Stock Units(1) | (1) | (4) | (5) | Common Shares | 150,000 | 451,475 | D | ||||||||
| Restricted Stock Units(1) | (1) | 04/29/2016 | A | 187,500 | (4) | (5) | Common Shares | 187,500 | (1) | 638,975 | D | ||||
| Explanation of Responses: |
| 1. Each Restricted Stock Unit is a notional share of common shares of the Issuer, with a value of each Unit being equal to the Fair Market value of a share of common stock at any time. |
| 2. 100% of the total Restricted Stock Units shall vest on December 1, 2016 (pursuant to Amendment dated November 15, 2015) provided Mr. Larsen is still a contractor providing services to the Issuer on that date. Vesting will be accelerated if the Issuer either (a) raises an aggregate of $10 million through the sale of the Issuer's equity, or (b) becomes entitled to realize economic benefits of at least $20 million through any combination of capital raising or financing transactions. |
| 3. Upon the occurrence of 2(a) or (b) above, or a change of control, termination of service due to death, disability or termination of service, all unvested Restricted Stock Units shall immediately become vested. |
| 4. 100% of the total Restricted Stock Units shall vest on December 1, 2016 provided Mr. Larsen is still a contractor providing services to the Issuer on that date. Vesting will be accelerated if the Issuer either (a) raises an aggregate of $10 million through the sale of the Issuer's equity, or (b) becomes entitled to realize economic benefits of at least $20 million through any combination of capital raising or financing transactions. |
| 5. Upon the occurrence of 4(a) or (b) above, or a change of control, termination of service due to death, disability or termination of service, all unvested Restricted Stock Units shall immediately become vested. |
| /s/ Francis M. Munchinski, Attorney-in-Fact | 05/03/2016 | |
| ** 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 4 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||