X0306 4 2017-09-30 0 0001281922 Triangle Petroleum Corp TPLM 0001555517 NGP Triangle Holdings, LLC 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING TX 75039 1 0 1 0 0001521229 NGP Natural Resources X, L.P. 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 1 0 0001555496 G.F.W. Energy X, L.P. 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 1 0 0001555576 GFW X, L.L.C. 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 1 0 0001471812 NGP Energy Capital Management, L.L.C. 5221 N. O?CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 1 0 5% Convertible Promissory Notes 8.00 2017-09-30 4 A 0 4286236.4 A Common Stock 535780 160149378.17 D Pursuant to a Note Purchase Agreement (the "Note Purchase Agreement"), dated July 31, 2012, between Triangle Petroleum Corporation ("Triangle") and NGP Triangle Holdings, LLC ("NGP Triangle"), Triangle issued and sold to NGP Triangle $120,000,000 of convertible notes (the "Convertible Notes"), which are convertible at any time and from time to time 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). The Convertible Notes accrue interest at a rate of 5% per annum, compounded quarterly, to be paid on each December 31, March 31, June 30 and September 30, and on the date of any redemption, conversion or exchange of the Convertible Notes. (continued from footnote 1) Such interest payments are to be paid in kind by adding the accrued interest to the principal balance of the Convertible Notes; provided, that, following July 31, 2017, Triangle has the option to make such interest payments in cash. Accordingly, on September 30, 2012, accrued interest in the amount of $1,000,000 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $121,000,000. On December 31, 2012, accrued interest in the amount of $1,512,500 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $122,512,500. On March 31, 2013, accrued interest in the amount of $1,531,406.25 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $124,043,906.25. (continued from footnote 2) On June 30, 2013, accrued interest in the amount of $1,550,548.83 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $125,594,455.08. On September 30, 2013, accrued interest in the amount of $1,569,930.69 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $127,164,385.77. On December 31, 2013, accrued interest in the amount of $1,589,554.82 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $128,753,940.59. On March 31, 2014, accrued interest in the amount of $1,609,424.26 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $130,363,364.85. On June 30, 2014, accrued interest in the amount of $1,629,542.06 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $131,992,906.91. (continued from footnote 3) On September 30, 2014, accrued interest in the amount of $1,649,911.34 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $133,642,818.25. On December 31, 2014, accrued interest in the amount of $1,670,535.23 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $135,313,353.47. On March 31, 2015, accrued interest in the amount of $1,691,416.92 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $137,004,770.39. On June 30, 2015, accrued interest in the amount of $1,712,559.63 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $138,717,330.02. On September 30, 2015, accrued interest in the amount of $1,733,966.63 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $140,451,296.64. (continued from footnote 4) On December 31, 2015, accrued interest in the amount of $1,755,641.21 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $142,206,937.85. On March 31, 2016, accrued interest in the amount of $1,777,586.72 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $143,984,524.58. On June 30, 2016, accrued interest in the amount of $1,799,806.56 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $145,784,331.13. On September 30, 2016, accrued interest in the amount of $1,822,304.14 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $147,606,635.27. On December 31, 2016, accrued interest in the amount of $1,845,082.94 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $149,451,718.21. (continued from footnote 5) On March 31, 2017, accrued interest in the amount of $1,868,146.48 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $151,319,864.69. Pursuant to the terms of the Convertible Notes, an "Event of Default" occurred on May 17, 2017 and the outstanding balance of the Convertible Notes of $153,841,831.05 became due and payable, which amount included $987,782.45 of interest that had accrued on the Convertible Notes from March 31, 2017 through May 17, 2017 and $1,534,183.91 of additional interest pursuant to the terms of the Convertible Notes. Following such Event of Default and for so long as it continues, the Convertible Notes will accrue interest at a rate of 11% per annum, compounded quarterly. (continued from footnote 6) On June 30, 2017, accrued interest in the amount of $2,021,310.72 for the period from May 17, 2017 through June 30, 2017 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $155,863,141.77. On September 30, 2017, accrued interest in the amount of $4,286,236.40 was added to the principal amount of the Convertible Notes, resulting in an aggregate principal amount of $160,149,378.17. Based on an initial conversion price of $8.00 per share, $4,286,236.40 in principal amount of Convertible Notes would be convertible into 535,780 shares of Common Stock and $160,149,378.17 in principal amount of Convertible Notes would be convertible into 20,018,672 shares of Common Stock. The issuance of the Convertible Notes to NGP Triangle and the payment of the interest thereon in kind were approved by the Board of Directors of Triangle. Accordingly, the transaction reported on this Form 4 is exempt from Section 16(b) pursuant to Rule 16b-3(d)(1) under the Securities Exchange Act of 1934 (the "Exchange Act"). The transaction reported on this Form 4 is also exempt pursuant to Rule 16a-9 under the Exchange Act. The Convertible Notes do not have an expiration date. 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, as amended by that certain Amendment to Investment Agreement, dated as of March 8, 2013. Accordingly, NGP Triangle 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 NGP Energy Capital Management, L.L.C. ("NGP Management"). NGP Management has been delegated full power and authority by GFW X to manage NGP X. GFW X is the general partner of G.F.W. Energy, which is the general partner of NGP X, which owns a controlling interest in NGP Triangle. Accordingly, each of NGP Management, 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 NGP Management, GFW X, G.F.W. Energy and NGP X disclaim beneficial ownership of the reported securities in excess of their pecuniary interests therein. /s/ Tony Weber, Authorized Person 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 2017-10-03 /s/ Tony Weber, Authorized Person 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. 2017-10-03 /s/ Tony Weber, Authorized Person of GFW X, L.L.C., general partner of G.F.W. Energy X, L.P. 2017-10-03 /s/ Tony Weber, Authorized Person of GFW X, L.L.C. 2017-10-03 /s/ Tony Weber, Authorized Person of NGP Energy Capital Management, L.L.C. 2017-10-03