SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* NGP Triangle Holdings, LLC (Last) (First) (Middle) 125 E. JOHN CARPENTER FREEWAY, SUITE 600 (Street) IRVING TX 75062 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/31/2012	3. Issuer Name and Ticker or Trading Symbol Triangle Petroleum Corp [ TPLM ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
5% Convertible Promissory Notes	(1)(2)(3)	(4)	Common Stock	8,814,685(1)(2)(3)	$8(1)(2)(3)	D

1. Name and Address of Reporting Person* NGP Triangle Holdings, LLC (Last) (First) (Middle) 125 E. JOHN CARPENTER FREEWAY, SUITE 600 (Street) IRVING TX 75062 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NGP Natural Resources X, L.P. (Last) (First) (Middle) 125 E. JOHN CARPENTER FREEWAY, SUITE 600 (Street) IRVING TX 75062 (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* G.F.W. Energy X, L.P. (Last) (First) (Middle) 125 E. JOHN CARPENTER FREEWAY, SUITE 600 (Street) IRVING TX 75062 (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* GFW X, L.L.C. (Last) (First) (Middle) 125 E. JOHN CARPENTER FREEWAY, SUITE 600 (Street) IRVING TX 75062 (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* HERSH KENNETH A (Last) (First) (Middle) 125 E. JOHN CARPENTER FREEWAY, SUITE 600 (Street) IRVING TX 75062 (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. Pursuant to a Note Purchase Agreement (the "Note Purchase Agreement"), dated July 31, 2012, between Triangle Petroleum Corporation ("Triangle") and NGP Triangles Holdings, LLC ("NGP Triangle"), Triangle issued and sold to NGP Triangle $120,000,000 of convertible notes (the "Convertible Notes"), which are convertible into shares of common stock of Triangle (the "Common Stock") at an initial conversion price of $8.00 per share (subject to customary adjustments for stock splits and recapitalizations). According to the terms of the Convertible Notes, the Convertible Notes are not convertible prior to the first annual meeting of Triangle's stockholders to occur after the issuance of the Convertible Notes. (Continued in Footnote 2)

2. Because the reporting persons do not know the date of the first annual meeting of Triangle's stockholders to occur after the issuance of the Convertible Notes, the reporting persons have assumed for purposes of this Form 3 that such annual meeting will occur within 60 days of the date of this Form 3. Following such annual meeting, unless the stockholders of Triangle approve the full conversion of the Convertible Notes, the Convertible Notes may convert into no more than 19.9% of Triangle's outstanding shares of Common Stock as of the date of issuance of the Convertible Notes, or 8,814,685 shares of Common Stock (based on 44,294,904 outstanding shares of Common Stock as of July 31, 2012, per information set forth in the Note Purchase Agreement). (Continued in Footnote 3)

3. Assuming the stockholders of Triangle approve the full conversion of the Convertible Notes, the Convertible Notes would be initially convertible into a total of 15,000,000 shares of Common Stock, based on the aggregate principal amount of the Convertible Notes outstanding as of the issue date, July 31, 2012. The aggregate principal amount of the Convertible Notes will increase each calendar quarter as a result of the accrual of the 5.0% per annum interest rate until September 30, 2017, at which time Triangle will have the option to pay any interest payments after such date by capitalizing and adding such amount to the aggregate principal amount outstanding or by paying in cash.

4. The Convertible Notes do not have an expiration date.

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 Natural Resources X, L.P. ("NGP X") and NGP Triangle. Accordingly, NGP Triangle may be deemed to be a director by deputization. NGP has initially designated Roy A. Aneed, who was appointed as director on July 31, 2012. 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, the general partner of NGP X, which owns a controlling interest in NGP Triangle. Accordingly, each of Kenneth A. Hersh, GFW X, G.F.W. Energy and NGP X may be deemed to share voting and dispositive power over the reported securities of NGP Triangle, and as a result may be deemed to beneficially own the reported securities of NGP Triangle. 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.

	/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., managing member of NGP Triangle Holdings, LLC	08/10/2012
	/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	08/10/2012
	/s/ Kenneth A. Hersh, Authorized Member of GFW X, L.L.C., general partner of G.F.W. Energy X, L.P.	08/10/2012
	/s/ Kenneth A. Hersh, Authorized Member of GFW X, L.L.C.	08/10/2012
	/s/ Kenneth A. Hersh	08/10/2012
	** Signature of Reporting Person	Date
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