Amended Statement of Beneficial Ownership (sc 13d/a)
July 29 2014 - 04:09PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.
1)*
PARK PLACE ENERGY CORP.
(Name of Issuer)
Common Shares with a par value of
$0.00001
(Title of Class of Securities)
700689 20 1
(CUSIP Number)
Century House Holdings Ltd
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c/o Valerie A. Trott
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2
nd
Floor, 25 Church St.
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Hamilton, Bermuda HM12
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(441) 295-1078
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With a copy to:
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Macdonald Tuskey
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c/o Brandy Craddock
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400 570 Granville Street
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Vancouver, British Columbia V6C 3P1
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(604) 648-1674
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
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June 24, 2014
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of 240.13d -1(e), 240.13d -1(f) or 240.13d
-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See 240.13d
-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting persons initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be filed for the purpose of Section 18 of the
Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
Page 2
SCHEDULE 13D
1
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NAMES OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Century House Holdings Ltd
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
WC
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
10,904,833
shares
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8
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SHARED VOTING POWER
n/a
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9
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SOLE DISPOSITIVE POWER
10,904,833 shares
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10
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SHARED DISPOSITIVE POWER
n/a
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
10,904,833 shares
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
[ ]
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
22.2% based on 45,569,877 common shares
issued and outstanding as of July 24, 2014
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14
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TYPE OF REPORTING PERSON (See
Instructions)
CO
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Page 3
This Amendment No. 1 to Schedule 13D (Amendment No. 1) amends
the statement on Schedule 13D relating to shares of common stock with a par
value of $0.00001 (the Shares) of Park Place Energy Corp., a Nevada
corporation (the Issuer), filed by the reporting person with the Securities
and Exchange Commission (the Commission) on April 28, 2014 (the Original
Schedule 13D).
Amendment No. 1 is filed to report an increase in the number of
Shares and in the percentage of the outstanding common stock of the Issuer
beneficially owned by the reporting person as a result of Shares acquired by the
reporting person pursuant to various transactions, including a private placement
by the Issuer that closed on July 24, 2014. Each capitalized term used and not
defined herein shall have the meaning assigned to such term in the Original
Schedule 13D. Except as otherwise provided herein, each Item of the Original
Schedule 13D remains unchanged.
Item 1.
|
Security and Issuer
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There are no changes to the Item 1 information previously
filed.
Item 2.
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Identity and Background
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There are no changes to the Item 2 information previously
filed.
Item 3.
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Source and Amount of Funds or Other
Considerations
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Item 3 is hereby amended and supplemented by adding the
following paragraph after the penultimate paragraph of this Item 3: On June 24,
2014, Century House acquired an aggregate of 10,000 shares of common stock of
the Issuer at a price of $0.24 per share.
On June 30, 2014, Century House acquired an aggregate of 27,300
shares of common stock of the Issuer at a price of $0.24 per share.
On July 8, 2014, Century House acquired an aggregate of
1,288,230 shares of common stock of the Issuer at a price of $0.22 per share.
Effective as of July 24, 2014, pursuant to a private placement
by the Issuer, the reporting person acquired an aggregate of 2,000,000 shares of
common stock of the Issuer at a price of $0.25 per share.
Item 4.
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Purpose of Transaction
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There are no changes to the Item 4 information previously
filed.
Item 5.
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Interest in Securities of the Issuer
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Item 5 is hereby amended and restated in its entirety as
follows:
(a)
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As of July 24, 2014, the aggregate number and percentage
of common shares of the Issuer beneficially owned by Century House was
7,404,833 shares of common stock and 3,500,000 warrants, or approximately
22.2% of the Issuer. For purposes of this item, shares are deemed to be
beneficially owned by a reporting person if the reporting person has the
right to acquire the shares (for example, upon exercise of an option)
within 60 days of the date as of which the information is provided. In computing the percentage
ownership in this item, the amount of shares outstanding is deemed to
include the amount of shares beneficially owned by the reporting person
(and only such person) by reason of these acquisition rights. As a result,
the percentage of outstanding shares of the reporting person as shown
above does not necessarily reflect the reporting persons actual ownership
or voting power with respect to the number of common shares actually
outstanding on July 24, 2014.
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Page 4
(b)
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Century House has the sole power to vote or direct the
vote, and to dispose or direct the disposition, of 7,404,833 shares of
common stock and 3,500,000 warrants of the Issuer.
|
|
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(c)
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Other than as described in Item 3 above, Century House
has not effected any transaction in the shares of common stock of the
Issuer in the past sixty days.
|
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(d)
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N/A
|
|
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(e)
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N/A
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Item 6.
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Contracts, Arrangements,
Understandings
or
Relationships
with
Respect
to
Securities of the Issuer
|
Except as set forth above or set forth in the exhibits, there
are no contracts, arrangements, understandings or relationships between
reporting persons and any other person with respect to any securities of the
Issuer.
Item 7.
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Material to Be Filed as Exhibits
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N/A
Page 5
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
July 29, 2014
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Dated
|
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/s/ Francis M.
Munchinski
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Signature
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Francis M.
Munchinski, Attorney-in-fact
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Name/Title*
|
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*Pursuant to a power of attorney filed online
at Edgar Filer Management with the Form
ID on March 25, 2014
under Accession
Number 9999999996-14-014931, which is
incorporated herein by reference.
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The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representatives authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).