Sec Form 4 Filing - Nokomis Capital, L.L.C. @ TRANSATLANTIC PETROLEUM LTD. - 2019-12-12

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Nokomis Capital, L.L.C.
2. Issuer Name and Ticker or Trading Symbol
TRANSATLANTIC PETROLEUM LTD. [ TAT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2305 CEDAR SPRINGS RD., SUITE 420
3. Date of Earliest Transaction (MM/DD/YY)
12/12/2019
(Street)
DALLAS, TX75201
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, par value $0.10 per share 12/12/2019 S( 1 )( 2 ) 7,363,053 ( 4 ) D 0 I See Footnotes ( 1 ) ( 2 ) ( 3 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
12% Series A Convertible Redeemable Preferred Shares ( 6 ) 12/12/2019 S( 1 )( 2 ) 326,000 11/04/2016 ( 5 ) Common Shares, par value $0.10 14,915,804 ( 6 ) ( 1 ) ( 2 ) 0 I See Footnotes ( 1 ) ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Nokomis Capital, L.L.C.
2305 CEDAR SPRINGS RD., SUITE 420
DALLAS, TX75201
X
Hendrickson Brett
2305 CEDAR SPRINGS RD., SUITE 420
DALLAS, TX75201
X
Signatures
NOKOMIS CAPITAL, L.L.C., Name: /s/ Brett Hendrickson, Title: Manager 12/16/2019
Signature of Reporting Person Date
/s/ Brett Hendrickson 12/16/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On December 12, 2019, a private investment fund (the "Nokomis Account") advised by Nokomis Capital, L.L.C. ("Nokomis Capital") entered into a Stock Purchase Agreement with an unaffiliated third party (the "Purchaser") pursuant to which the Nokomis Account agreed to sell to the Purchaser 326,000 shares of TransAtlantic Petroleum, Ltd.'s (the "Issuer") 12.0% Series A Convertible Redeemable Preferred Shares ("Preferred Shares") and 7,363,053 Common Shares, par value $0.10 per share ("Common Shares") of the Issuer for total consideration of $20,640,835.90 in cash, comprised of $17,871,591.67 for the Preferred Shares and $2,769,244.23 for the Common Shares. The filing of this Form 4 shall not be construed as an admission that Nokomis Capital or Brett Hendrickson, the manager of Nokomis Capital, was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the Common Shares or Preferred Shares of the Issuer held by the
( 2 )(continued from footnote 1) Nokomis Account. Pursuant to Rule 16a-1, both Nokomis Capital and Mr. Hendrickson disclaim such beneficial ownership.
( 3 )Nokomis Capital may have been deemed to have indirectly beneficially owned the Common Shares and Preferred Shares of the Issuer that were held by the Nokomis Account, for which Nokomis Capital is the Investment Manager. Brett Hendrickson reports the Common Shares and Preferred Shares that were held by the Nokomis Account because, as the manager of Nokomis Capital, he controlled the disposition and voting of such securities.
( 4 )This amount includes 821,748 Common Shares received as a dividend on June 28, 2019, and 943,015 Common Shares received as a dividend on September 30, 2019.
( 5 )The Preferred Shares have no expiration date.
( 6 )The Preferred Shares that were beneficially owned by the Reporting Persons were not currently convertible into Common Shares due to certain blocker provisions contained in the governing documents for such Preferred Shares. If such Preferred Shares were convertible, each Preferred Share would be convertible at the option of the holder into 45.7543 Common Shares.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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