SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Cambrian Capital Limited Partnership

(Last) (First) (Middle)
45 COOLIDGE POINT

(Street)
MANCHESTER MA 01944

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Triangle Petroleum Corp [ TPLM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Footnotes (1)-(5)
3. Date of Earliest Transaction (Month/Day/Year)
11/05/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 11/05/2010 P 800,000(3)(4) A $5.5 2,739,393(1)(3) I See Footnotes(1)(2)(5)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
1. Name and Address of Reporting Person*
Cambrian Capital Limited Partnership

(Last) (First) (Middle)
45 COOLIDGE POINT

(Street)
MANCHESTER MA 01944

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Footnotes (1)-(5)
1. Name and Address of Reporting Person*
CamCap Energy Offshore Master Fund, L.P.

(Last) (First) (Middle)
C/O CITI HEDGE FUND SERVICES (CAYMAN)LTD
BOX 10293, 27 HOSPITAL ROAD

(Street)
GEORGE TOWN, GRAND CAYMAN E9 KY1-1003

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
CamCap Energy Partners, LLC

(Last) (First) (Middle)
45 COOLIDGE POINT

(Street)
MANCHESTER MA 01944

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Cambrian Capital, LLC

(Last) (First) (Middle)
45 COOLIDGE POINT

(Street)
MANCHESTER MA 01944

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
VON METZSCH ERNST H

(Last) (First) (Middle)
45 COOLIDGE POINT

(Street)
MANCHESTER MA 01944

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
von Metzsch Roland A

(Last) (First) (Middle)
45 COOLIDGE POINT

(Street)
MANCHESTER MA 01944

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. These securities include (a) 1,212,121 shares of Common Stock held by CamCap Energy Offshore Master Fund, L.P. ("CC Energy Master Fund"), for which CamCap Energy Partners, LLC ("CCEP") serves as the general partner, and in which capacity CCEP may be deemed to indirectly beneficially own the reported securities; and (b) 1,527,272 shares of Common Stock held by CamCap Resources Offshore Master Fund, L.P. ("CC Resources Master Fund"), for which CamCap Resources Partners, LLC ("CCRP") serves as the general partner, and in which capacity CCRP may be deemed to indirectly beneficially own the reported securities.
2. Cambrian Capital Limited Partnership ("CCLP") serves as the investment manager for each of CC Energy Master Fund and CC Resources Master Fund. Cambrian Capital, LLC ("CCLLC") serves as the general partner of CCLP. In their respective capacities, each of CCLP and CCLLC may be deemed to beneficially own the reported securities. Ernst von Metzsch and Roland von Metzsch are the managers of each of CCLLC, CCRP and CCEP, and in such capacities may be deemed to have voting and investment control over the shares reported herein for such entities.
3. The securities reported herein represent shares of Common Stock of the Issuer after giving effect to the Issuer's 1-for-10 reverse stock split on November 5, 2010.
4. The securities purchased in the transaction reported herein were acquired for the account of CC Resources Master Fund.
5. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
Remarks:
/s/ Karen Durante, as Chief Financial Officer of Cambrian Capital Limited Partnership 11/19/2010
/s/ Roland von Metzsch, Manager of CamCap Energy Partners, LLC, the General Partner of CamCap Energy Offshore Master Fund, L.P. 11/19/2010
/s/ Roland von Metzsch, Manager of CamCap Energy Partners, LLC 11/19/2010
s/ Roland von Metzsch, as Manager of Cambrian Capital, LLC 11/19/2010
/s/ Roland von Metzsch 11/19/2010
/s/ Ernst von Metzsch 11/19/2010
** Signature of Reporting Person Date
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.