Sec Form 4 Filing - PARKER F GARDNER @ Triangle Petroleum Corp - 2012-10-09

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 PARKER F GARDNER 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 _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1200 17TH STREET, SUITE 2600 3. Date of Earliest Transaction (MM/DD/YY) 10/09/2012 (Street) DENVER, CO80202 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 Common Stock 10/09/2012 S 40,000 D $ 7.37 ( 1 ) 132,272 D Common Stock 10/10/2012 S 30,000 D $ 7.22 102,272 D

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 Stock Options Right to Buy ( 2 ) $ 1.25 11/30/2010 11/30/2014 Common Stock 45,000 45,000 D Restricted Stock Units ( 3 ) $ 0 03/06/2012 ( 4 ) Common Stock 25,000 25,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PARKER F GARDNER 1200 17TH STREET SUITE 2600 DENVER, CO80202 X Signatures /s/ F. Gardner Parker 10/11/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $7.3455 to $7.4, inclusive. The reporting person undertakes to provide to any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 2 )No new transaction is reported hereby. The stock options were previously reported on Form 3. In November 2010, the issuer effected a 1-for-10 reverse stock split and the number of options held by the reporting person was reduced from 450,000 to 45,000. The information with regard to the stock options is reported in this Form 4 for informational purposes only. ( 3 )No new transaction is reported hereby. The Restricted Stock Units were previously reported on Form 4, and each Restricted Stock Unit represents a contingent right to receive one share of the issuer's common stock upon vesting. The information with regard to the Restricted Stock Units is reported in this Form 4 for informational purposes only. ( 4 )Upon vesting, the Restricted Stock Units will automatically be exchanged for an equal number of shares of the issuer's common stock.

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 4(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).

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