Sec Form 4 Filing - Larsen Scott C @ Park Place Energy Inc. - 2017-03-31

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Larsen Scott C 2. Issuer Name and Ticker or Trading Symbol Park Place Energy Inc. [ PKPL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 2200 ROSS AVE., SUITE 4500E 3. Date of Earliest Transaction (MM/DD/YY) 03/31/2017 (Street) DALLAS, TX75201 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 Shares 703,571 D Common Shares 200,000 I Larsen Energy Consulting Inc.

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 Warrants ( 6 ) ( 8 ) $ 0.2 08/27/2013 08/27/2017 Common Shares 250,000 250,000 D Warrants ( 7 ) ( 8 ) $ 0.2 08/27/2013 08/27/2018 Common Shares 250,000 500,000 D Stock Options $ 0.1 05/01/2013 04/30/2018 Common Shares 600,000 600,000 I Larsen Energy Consulting Inc. Stock Options $ 0.18 03/27/2017 03/26/2021 Common Shares 400,000 400,000 D Restricted Stock Units [2015] ( 1 ) ( 1 ) ( 2 ) ( 3 ) Common Shares 451,475 451,475 D Restricted Stock Units [2016] ( 1 ) ( 1 ) ( 4 ) ( 5 ) Common Shares 363,571 363,571 D Restricted Stock Units [2017] ( 1 ) ( 1 ) 03/31/2017 A 78,947 ( 9 ) ( 10 ) Common Shares 78,947 ( 1 ) 78,947 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Larsen Scott C 2200 ROSS AVE., SUITE 4500E DALLAS, TX75201 X President and CEO Signatures /s/ Francis M. Munchinski as attorney-in-fact. 04/04/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each Restricted Stock Unit is a notional share of common shares of the Issuer, with a value of each Unit being equal to the Fair Market value of a share of common stock at any time. ( 2 )100% of the total Restricted Stock Units shall vest on December 1, 2017 (pursuant to Amendment dated February 23, 2017) provided Mr. Larsen is still a contractor providing services to the Issuer on that date. Vesting will be accelerated if the Issuer either (a) raises an aggregate of $10 million through the sale of the Issuer's equity, or (b) becomes entitled to realize economic benefits of at least $20 million through any combination of capital raising or financing transactions. ( 3 )Upon the occurrence of 2(a) or (b) above, or a change of control, termination of service due to death, disability or termination of service, all unvested Restricted Stock Units shall immediately become vested. ( 4 )100% of the total Restricted Stock Units shall vest on December 1, 2017 provided Mr. Larsen is still a contractor providing services to the Issuer on that date. Vesting will be accelerated if the Issuer either (a) raises an aggregate of $10 million through the sale of the Issuer's equity, or (b) becomes entitled to realize economic benefits of at least $20 million through any combination of capital raising or financing transactions. ( 5 )Upon the occurrence of 4(a) or (b) above, or a change of control, termination of service due to death, disability or termination of service, all unvested Restricted Stock Units shall immediately become vested. ( 6 )The expiration date of these warrants was extended to August 23, 2017 pursuant to Amendment dated August 3, 2016. ( 7 )The expiration date of these warrants was extended from August 23, 2017 to August 23, 2018 pursuant to Amendment dated March 27, 2017. ( 8 )All 500,000 warrants described in this table were originally issued at the same time, but they have been divided into two groups in this table to reflect the differing expiration dates. ( 9 )100% of the total Restricted Stock Units shall vest on March 31, 2018 provided Mr. Larsen is still a contractor providing services to the Issuer on that date. Vesting will be accelerated if the Issuer either (a) raises an aggregate of $10 million through the sale of the Issuer's equity, or (b) becomes entitled to realize economic benefits of at least $20 million through any combination of capital raising or financing transactions. ( 10 )Upon the occurrence of 9(a) or (b) above, or a change of control, termination of service due to death, disability or termination of service, all unvested Restricted Stock Units shall immediately become vested.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.