Sec Form 4 Filing - G.F.W. Energy X, L.P. @ Triangle Petroleum Corp - 2016-06-22

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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
G.F.W. Energy X, L.P.
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)
(Last) (First) (Middle)
5221 N. O'CONNOR BLVD., SUITE 1100
3. Date of Earliest Transaction (MM/DD/YY)
06/22/2016
(Street)
IRVING, TX75039
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 Stock 06/22/2016 S 85,000 D $ 0.3622 ( 2 ) 4,543,172 ( 1 ) I See Remarks
Common Stock 06/23/2016 S 85,000 D $ 0.3804 ( 3 ) 4,458,172 ( 1 ) I See Remarks
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
G.F.W. Energy X, L.P.
5221 N. O'CONNOR BLVD., SUITE 1100
IRVING, TX75039
X X
NGP Natural Resources X, L.P.
5221 N. O'CONNOR BLVD., SUITE 1100
IRVING, TX75039
X
GFW X, L.L.C.
5221 N. O'CONNOR BLVD., SUITE 1100
IRVING, TX75039
X
HERSH KENNETH A
5221 N. O'CONNOR BLVD., SUITE 1100
IRVING, TX75039
X
Signatures
/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. 06/24/2016
Signature of Reporting Person Date
/s/ Kenneth A. Hersh, Authorized Member of GFW X, L.L.C., general partner of G.F.W. Energy X, L.P. 06/24/2016
Signature of Reporting Person Date
/s/ Kenneth A. Hersh, Authorized Member of GFW X, L.L.C. 06/24/2016
Signature of Reporting Person Date
/s/ Kenneth A. Hersh 06/24/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to a Stock Purchase Agreement (the "Stock Purchase Agreement"), dated March 2, 2013, between Triangle Petroleum Corporation ("Triangle") and NGP Triangle Holdings, LLC ("NGP Triangle"), Triangle issued and sold a total of 9,300,000 shares of common stock of Triangle ("Common Stock") at a price of $6.00 per share as follows: 8,118,407 shares (the "NGP X Shares") of Common Stock to NGP Natural Resources X, L.P. ("NGP X") and 1,181,593 shares of Common Stock (the "NGP Parallel Shares") to NGP Natural Resources X Parallel Fund, L.P. ("NGP Parallel").
( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.3413 to $0.3799, inclusive. The reporting person undertakes to provide to Triangle Petroleum Corporation, any security holder of Triangle Petroleum Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) and (3) to this Form 4.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.3416 to $0.4250, inclusive.

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 X and NGP Triangle, as amended by that certain Amendment to Investment Agreement, dated as of March 8, 2013. Accordingly, NGP X 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 Kenneth A. Hersh. Kenneth A. Hersh is an Authorized Member of GFW X, the general partner of G.F.W. Energy, which is the general partner of NGP X. Accordingly, each of Kenneth A. Hersh, GFW X and G.F.W. Energy may be deemed to share voting and dispositive power over the NGP X Shares, and as a result may be deemed to beneficially own the NGP X Shares. Furthermore, Kenneth A. Hersh is an Authorized Member of GFW X, the general partner of G.F.W. Energy, which is the general partner of NGP Parallel. Although NGP Parallel is not a joint filer hereto, each of Kenneth A. Hersh, GFW X and G.F.W. Energy may be deemed to share voting and dispositive power over the NGP Parallel Shares. Each of Kenneth A. Hersh, GFW X, G.F.W. Energy and NGP X disclaim beneficial ownership of the reported securities in excess of their pecuniary interests therein.

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