Susan Lynn Mawdsley Form 3 GRAN TIERRA ENERGY / Susan Lynn Mawdsley 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^*

Mawdsley Susan Lynn

(Last) (First) (Middle)

C/O GRAN TIERRA ENERGY INC.

200, 150-13 AVENUE SW

(Street)

CALGARY A0 T2R 0V2

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/24/2016

3. Issuer Name and Ticker or Trading Symbol
GRAN TIERRA ENERGY INC. [ GTE ]

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

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

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)

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
Stock Options (Right to Buy)	09/12/2014	09/12/2021	Common Stock	13,334	5.8	D
Stock Options (Right to Buy)	02/28/2015	02/28/2022	Common Stock	8,333	5.83	D
Stock Options (Right to Buy)	03/01/2016	03/07/2018	Common Stock	19,960	6.28	D
Stock Options (Right to Buy)	(1)	02/28/2019	Common Stock	21,285	7.09	D
Stock Options (Right to Buy)	(2)	03/03/2020	Common Stock	22,900	2.75	D
Stock Options (Right to Buy)	(3)	03/01/2021	Common Stock	20,500	2.66	D
Restricted Stock Units	(4)	03/01/2017	Common Stock	2,572	(4)	D
Restricted Stock Units	(5)	03/01/2018	Common Stock	5,560	(5)	D

Explanation of Responses:

1. One-third of the stock options were vested on 02/28/15, an additional one-third of the stock options were vested on 02/28/16 and the remaining one-third of the stock options will vest on 02/28/17.

2. One-third of the stock options were vested on 03/04/16, an additional one-third of the stock options will vest on 03/04/17 and the remaining one-third of the stock options will vest on 03/04/17.

3. One-third of the stock options will vest on 03/02/17, an additional one-third of the stock options will vest on 03/02/18 and the remaining one-third of the stock options will vest on 03/02/19.

4. Each restricted stock unit represents a contingent right to receive one share of Gran Tierra Energy Inc. common stock. The restricted stock units vest in three equal consecutive annual instalments with the remaining one-third vesting on March 1, 2017.

5. Each restricted stock unit represents a contingent right to receive one share of Gran Tierra Energy Inc. common stock. The restricted stock units vest in three equal consecutive annual instalments with the remaining two-thirds vesting on March 1, 2017 and March 1, 2018.

Remarks:

Officer Title - VP Finance and Corporate Controller. Exhibit 24 - Power of Attorney

	/s/ Diane Phillips, Attorney-In Fact	07/01/2016
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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