NGP Triangle Form 4 Triangle Petroleum / Energy Capital Management, L.L.C. NGP ownership change

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^*

NGP Triangle Holdings, LLC

(Last) (First) (Middle)

5221 N. O'CONNOR BLVD., SUITE 1100

(Street)

IRVING TX 75039

(City) (State) (Zip)

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

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

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2015

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
5% Convertible Promissory Notes	$8(1)(2)(3)(4)	09/30/2015		A(5)		$1,733,966.63(1)(2)(3)(4)		(1)(2)(3)(4)	(6)	Common Stock	216,746(1)(2)(3)(4)	(1)(2)(3)(4)	$140,451,296.64(1)(2)(3)(4)	D

1. Name and Address of Reporting Person^*

NGP Triangle Holdings, LLC

(Last) (First) (Middle)

5221 N. O'CONNOR BLVD., SUITE 1100

(Street)

IRVING TX 75039

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NGP Natural Resources X, L.P.

(Last) (First) (Middle)

5221 N. O'CONNOR BLVD., SUITE 1100

(Street)

IRVING TX 75039

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

G.F.W. Energy X, L.P.

(Last) (First) (Middle)

5221 N. O'CONNOR BLVD., SUITE 1100

(Street)

IRVING TX 75039

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GFW X, L.L.C.

(Last) (First) (Middle)

5221 N. O'CONNOR BLVD., SUITE 1100

(Street)

IRVING TX 75039

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NGP Energy Capital Management, L.L.C.

(Last) (First) (Middle)

5221 N. O?CONNOR BLVD., SUITE 1100

(Street)

IRVING TX 75039

(City) (State) (Zip)

Explanation of Responses:

1. Pursuant to a Note Purchase Agreement (the "Note Purchase Agreement"), dated July 31, 2012, between Triangle Petroleum Corporation ("Triangle") and NGP Triangle Holdings, LLC ("NGP Triangle"), Triangle issued and sold to NGP Triangle $120,000,000 of convertible notes (the "Convertible Notes"), which are convertible at any time and from time to time into shares of common stock of Triangle (the "Common Stock") at an initial conversion price of $8.00 per share (subject to customary adjustments for stock splits and recapitalizations). The Convertible Notes accrue interest at a rate of 5% per annum, compounded quarterly, to be paid on each December 31, March 31, June 30 and September 30, and on the date of any redemption, conversion or exchange of the Convertible Notes. Such interest payments are to be paid in kind by adding the accrued interest to the principal balance of the Convertible Notes; provided, that, following July 31, 2017,

2. (Continued from footnote 1) Triangle has the option to make such interest payments in cash. Accordingly, on September 30, 2012, accrued interest in the amount of $1,000,000 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $121,000,000. On December 31, 2012, accrued interest in the amount of $1,512,500 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $122,512,500. On March 31, 2013, accrued interest in the amount of $1,531,406.25 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $124,043,906.25. On June 30, 2013, accrued interest in the amount of $1,550,548.83 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $125,594,455.08. On September 30, 2013, accrued interest in the amount of $1,569,930.69 was added to the principal amount of the Convertible Notes,

3. (Continued from footnote 2) resulting in an aggregate principal amount of $127,164,385.77. On December 31, 2013, accrued interest in the amount of $1,589,554.82 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $128,753,940.59. On March 31, 2014, accrued interest in the amount of $1,609,424.26 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $130,363,364.85. On June 30, 2014, accrued interest in the amount of $1,629,542.06 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $131,992,906.91. On September 30, 2014, accrued interest in the amount of $1,649,911.34 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $133,642,818.25. On December 31, 2014, accrued interest in the amount of $1,670,535.23 was added to the principal amount of the Convertible Notes,

4. (Continued from footnote 3) resulting in an aggregate principal amount of $135,313,353.47. On March 31, 2015, accrued interest in the amount of $1,691,416.92 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $137,004,770.39. On June 30, 2015, accrued interest in the amount of $1,712,559.63 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $138,717,330.02. On September 30, 2015, accrued interest in the amount of $1,733,966.63 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $140,451,296.64. Based on an initial conversion price of $8.00 per share, $$1,733,966.63 in principal amount of Convertible Notes would be convertible into 216,746 shares of Common Stock and $140,451,296.64 in principal amount of Convertible Notes would be convertible into 17,556,412 shares of Common Stock.

5. The issuance of the Convertible Notes to NGP Triangle and the payment of the interest thereon in kind were approved by the Board of Directors of Triangle. Accordingly, the transaction reported on this Form 4 is exempt from Section 16(b) pursuant to Rule 16b-3(d)(1) under the Securities Exchange Act of 1934 (the "Exchange Act"). The transaction reported on this Form 4 is also exempt pursuant to Rule 16a-9 under the Exchange Act.

6. The Convertible Notes do not have an expiration date.

Remarks:

NGP Triangle has the right to designate one member to the board of directors of Triangle pursuant to an Investment Agreement, dated as of July 31, 2012, between Triangle, NGP Natural Resources X, L.P. ("NGP X") and NGP Triangle, as amended by that certain Amendment to Investment Agreement, dated as of March 8, 2013. Accordingly, NGP Triangle may be deemed to be a director by deputization. This form is jointly filed by NGP Triangle, NGP X, G.F.W. Energy X, L.P. ("G.F.W. Energy"), GFW X, L.L.C. ("GFW X") and NGP Energy Capital Management, L.L.C. ("NGP Management"). NGP Management has been delegated full power and authority by GFW X to manage NGP X. GFW X is the general partner of G.F.W. Energy, which is the general partner of NGP X, which owns a controlling interest in NGP Triangle. Accordingly, each of NGP Management, GFW X, G.F.W. Energy and NGP X may be deemed to share voting and dispositive power over the reported securities of NGP Triangle, and as a result may be deemed to beneficially own the reported securities of NGP Triangle. Each of NGP Management, GFW X, G.F.W. Energy and NGP X disclaim beneficial ownership of the reported securities in excess of their pecuniary interests therein.

	/s/ Kenneth A. Hersh, Authorized Member of GFW X, L.L.C., general partner of G.F.W. Energy X, L.P., general partner of NGP Natural Resources X, L.P., managing member of NGP Triangle Holdings, LLC	10/01/2015
	/s/ Kenneth A. Hersh, Authorized Member of GFW X, L.L.C., general partner of G.F.W. Energy X, L.P., general partner of NGP Natural Resources X, L.P.	10/01/2015
	/s/ Kenneth A. Hersh, Authorized Member of GFW X, L.L.C., general partner of G.F.W. Energy X, L.P.	10/01/2015
	/s/ Kenneth A. Hersh, Authorized Member of GFW X, L.L.C.	10/01/2015
	/s/ Kenneth A. Hersh, Chief Executive Officer of NGP Energy Capital Management, L.L.C.	10/01/2015
	** Signature of Reporting Person	Date
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