SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2
Triangle Petroleum Corporation
(Name of Issuer)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
89600B102
(CUSIP Number)
August 28, 2013
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(c)
* 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 the disclosures provided in a prior cover page.
The information required in 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 ("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).
1. | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) o (b) o |
3. | SEC USE ONLY |
4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER |
6. | SHARED VOTING POWER |
7. | SOLE DISPOSITIVE POWER |
8. | SHARED DISPOSITIVE POWER |
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
12. | TYPE OF REPORTING PERSON* |
*Based on 83,192,861 shares of the Issuer's common stock outstanding as of August 30, 2013, which amount was provided by the Issuer.
CUSIP No. 89600B102
1. | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) TIAA Oil and Gas Investments, LLC |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) o (b) o |
3. | SEC USE ONLY |
4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER |
6. | SHARED VOTING POWER |
7. | SOLE DISPOSITIVE POWER |
8. | SHARED DISPOSITIVE POWER |
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
12. | TYPE OF REPORTING PERSON* |
*Based on 83,192,861 shares of the Issuer's common stock outstanding as of August 30, 2013, which amount was provided by the Issuer.
1. | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Teachers Insurance and Annuity Association of America |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) o (b) o |
3. | SEC USE ONLY |
4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER |
6. | SHARED VOTING POWER |
7. | SOLE DISPOSITIVE POWER |
8. | SHARED DISPOSITIVE POWER |
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
12. | TYPE OF REPORTING PERSON* |
*Based on 83,192,861 shares of the Issuer's common stock outstanding as of August 30, 2013, which amount was provided by the Issuer.
Item 1(a). | Name of Issuer: |
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| Triangle Petroleum Corporation |
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Item 1(b). | Address of Issuer's Principal Executive Offices: |
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| 1200 17th Street, Suite 2600 Denver, CO 80202 |
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Item 2(a). | Name of Person Filing: |
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| ActOil Bakken, LLC TIAA Oil and Gas Investments, LLC Teachers Insurance and Annuity Association of America
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended. |
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Item 2(b). | Address of Principal Business Office or, if None, Residence: |
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| 730 Third Avenue New York, NY 10017 |
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Item 2(c). | Citizenship: |
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| ActOil Bakken, LLC – Delaware TIAA Oil and Gas Investments, LLC – Delaware Teachers Insurance and Annuity Association of America – New York |
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Item 2(d). | Title of Class of Securities: |
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| Common stock, par value $0.00001 per share |
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Item 2(e). | CUSIP Number: |
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Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), 13d-2(b) or (c), Check Whether the Person Filing is a: |
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| Not Applicable. |
Item 4. | Ownership: |
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(a) | ActOil Bakken, LLC owns 11,350,000 shares of the Issuer's common stock. ActOil Bakken, LLC is a wholly owned subsidiary of TIAA Oil and Gas Investments, LLC, its sole member. TIAA Oil and Gas Investments, LLC is a wholly owned subsidiary of Teachers Insurance and Annuity Association of America, its sole member. Because of the foregoing relationships, each of ActOil Bakken, LLC, TIAA Oil and Gas Investments, LLC and Teachers Insurance and Annuity Association of America may be deemed to beneficially own all of the shares of the Issuer's common stock held by ActOil Bakken, LLC. |
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(b) | Percent of class: ActOil Bakken, LLC – 13.6% TIAA Oil and Gas Investments, LLC – 13.6% Teachers Insurance and Annuity Association of America – 13.6% |
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(c) | (i) Sole power to vote or to direct the vote – 0 (ii) Shared power to vote or to direct the vote – 11,350,000 (iii) Sole power to dispose or to direct the disposition of – 0 (iv) Shared power to dispose or to direct the disposition of – 11,350,000
TIAA Oil and Gas Investments, LLC: (i) Sole power to vote or to direct the vote – 0 (ii) Shared power to vote or to direct the vote – 11,350,000 (iii) Sole power to dispose or to direct the disposition of – 0 (iv) Shared power to dispose or to direct the disposition of – 11,350,000
Teachers Insurance and Annuity Association of America: (i) Sole power to vote or to direct the vote – 0 (ii) Shared power to vote or to direct the vote – 11,350,000 (iii) Sole power to dispose or to direct the disposition of – 0 (iv) Shared power to dispose or to direct the disposition of – 11,350,000 |
Item 5. | Ownership of Five Percent or Less of a Class: |
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Item7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not Applicable.
Item 8. | Identification and Classification of Members of the Group. |
Not Applicable.
Item 9. | Notice of Dissolution of Group. |
Not Applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: September 4, 2013 | | |
| ACTOIL BAKKEN, LLC | |
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| By: | /s/ Lisa M. Ferraro | |
| | Name: Lisa M. Ferraro | |
| | Title: President | |
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Dated: September 4, 2013 | TIAA OIL AND GAS INVESTMENTS, LLC | |
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| By: | /s/ Lisa M. Ferraro | |
| | Name: Lisa M. Ferraro | |
| | Title: President | |
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Dated: September 4, 2013 | TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA | |
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| By: | /s/ Lisa M. Ferraro | |
| | Name: Lisa M. Ferraro | |
| | Title: Managing Director | |
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EXHIBIT INDEX
Exhibit 1 | Joint Filing Agreement dated as of September 4, 2013 |
Exhibit 1
Joint Filing Agreement
We, the signatories of the statement on Schedule 13G to which this Agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us.
Dated: September 4, 2013 | | |
| ACTOIL BAKKEN, LLC | |
| | | |
| By: | /s/ Lisa M. Ferraro | |
| | Name: Lisa M. Ferraro | |
| | Title: President | |
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Dated: September 4, 2013 | TIAA OIL AND GAS INVESTMENTS, LLC | |
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| By: | /s/ Lisa M. Ferraro | |
| | Name: Lisa M. Ferraro | |
| | Title: President | |
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Dated: September 4, 2013 | TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA | |
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| By: | /s/ Lisa M. Ferraro | |
| | Name: Lisa M. Ferraro | |
| | Title: Managing Director | |
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