Sec Form 4 Filing - Johnson Alan Martin @ GRAN TIERRA ENERGY INC. - 2016-07-08

Insider filing report for Changes in Beneficial Ownership
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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
Johnson Alan Martin
2. Issuer Name and Ticker or Trading Symbol
GRAN TIERRA ENERGY INC. [ GTE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
VP, Asset Management
(Last) (First) (Middle)
C/O GRAN TIERRA ENERGY INC., 200, 150 13 AVENUE SW
3. Date of Earliest Transaction (MM/DD/YY)
07/08/2016
(Street)
CALGARY, A0T2R 0V2
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
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
Subscription Receipt ( 1 ) ( 2 ) 07/08/2016 P 12,800 ( 1 )( 2 ) ( 3 ) Common Stock 12,800 $ 3 12,800 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Johnson Alan Martin
C/O GRAN TIERRA ENERGY INC.
200, 150 13 AVENUE SW
CALGARY, A0T2R 0V2
VP, Asset Management
Signatures
/s/ Diane Phillips, Attorney-In Fact 07/12/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each Subscription Receipt entitles the reporting person to receive from Gran Tierra Energy Inc. (the "Company"), without the payment of additional consideration or further action on the part of the reporting person and upon satisfaction of the Escrow Release Conditions (as defined below) on or before 5:00 p.m. (Toronto time) on October 31, 2016 (the "Deadline"), one share of common stock of the Company.
( 2 )"Escrow Release Conditions" mean (i) other than payment of the purchase price, all conditions precedent to the completion of the acquisition of PetroLatina Energy Limited by the Company (the "Acquisition") pursuant to the purchase agreement relating to the Acquisition (the "Purchase Agreement"), as may be amended from time to time, have been satisfied in accordance with the terms of the Purchase Agreement or waived (provided that no such amendment or waiver is materially adverse to the registered owners of Subscription Receipts); and (ii) the parties to the Purchase Agreement are ready, willing and able to consummate the transactions contemplated thereby concurrent with the release of the Escrowed Funds (as defined in the subscription receipt agreement between the Company and Computershare Trust Company of Canada (the "Subscription Receipt Agreement")).
( 3 )If the Escrow Release Conditions are not satisfied by the Deadline or another Termination Event (as defined in the Subscription Receipt Agreement) occurs, the reporting person will receive, instead of one share of common stock in the Company: an amount equal to the Subscription Price (as defined in the Subscription Receipt Agreement) in respect of each Subscription Receipt held, plus the reporting person's pro rata share of the Earned Interest (as defined in the Subscription Receipt Agreement), less applicable withholding taxes, all in the manner and on the terms and conditions set out in the Subscription Receipt Agreement. Upon delivery of such payment, all rights evidenced by the Subscription Receipts shall be satisfied and such Subscription Receipts shall be void and of no value or effect.

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