Amended Statement of Beneficial Ownership (sc 13d/a)
December 06 2017 - 3:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities
Exchange Act of 1934
(Amendment No. 18)*
TransAtlantic
Petroleum Ltd.
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
G89982113
(CUSIP Number)
Dalea Management, LLC
16803 Dallas Parkway Suite 300
Addison, Texas 75001
Attention: Christine Stroud
(972) 590-9879
(Name,
Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 15, 2017
(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7
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 (the 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
).
SCHEDULE 13D
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1
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NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dalea Partners, LP
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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
OO*
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5
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CHECK BOX 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
Oklahoma
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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
-0-
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8
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SHARED VOTING POWER
13,126,887**
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9
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SOLE DISPOSITIVE POWER
-0-
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10
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SHARED DISPOSITIVE POWER
13,126,887**
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,126,887**
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
25.1%**
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14
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TYPE OF REPORTING PERSON
PN
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*See Item 3.
** While the above
figures include all of the 1,921,668 common shares into which Dalea Partners Series A Preferred Shares are convertible, please see Item 3 with respect to the limitation on such conversion pursuant to the Mitchell Beneficial Ownership Cap.
SCHEDULE 13D
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1
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NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dalea Management, LLC
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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
OO*
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5
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CHECK BOX 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
Oklahoma
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
13,126,887**
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9
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SOLE DISPOSITIVE POWER
-0-
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10
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SHARED DISPOSITIVE POWER
13,126,887**
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,126,887**
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
25.1%**
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14
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TYPE OF REPORTING PERSON
CO
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*See Item 3.
** While the above
figures include all of the 1,921,668 common shares into which Dalea Partners Series A Preferred Shares are convertible, please see Item 3 with respect to the limitation on such conversion pursuant to the Mitchell Beneficial Ownership Cap.
SCHEDULE 13D
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1
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NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Longfellow Energy, LP
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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
OO*
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5
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CHECK BOX 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
Texas
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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
-0-
|
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8
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SHARED VOTING POWER
13,337,903**
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9
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SOLE DISPOSITIVE POWER
-0-
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10
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SHARED DISPOSITIVE POWER
13,337,903**
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,337,903**
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
22.3%**
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14
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TYPE OF REPORTING PERSON
PN
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*See Item 3.
** While the above
figures include all of the 9,379,570 common shares into which Longfellows Series A Preferred Shares are convertible, please see Item 3 with respect to the limitation on such conversion pursuant to the Mitchell Beneficial Ownership Cap.
SCHEDULE 13D
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1
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NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Deut 8, LLC
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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
OO*
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED ☐
PURSUANT TO ITEMS 2(d) or 2(e)
|
6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Texas
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
-0-
|
|
8
|
|
SHARED VOTING POWER
13,337,903**
|
|
9
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SOLE DISPOSITIVE POWER
-0-
|
|
10
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SHARED DISPOSITIVE POWER
13,337,903**
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,337,903**
|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
22.3%**
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14
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TYPE OF REPORTING PERSON
CO
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*See Item 3.
** While the above
figures include all of the 9,379,570 common shares into which Longfellows Series A Preferred Shares are convertible, please see Item 3 with respect to the limitation on such conversion pursuant to the Mitchell Beneficial Ownership Cap.
SCHEDULE 13D
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1
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NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Pinon Foundation
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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
OO*
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5
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CHECK BOX 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
Oklahoma
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
1,561,797
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9
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SOLE DISPOSITIVE POWER
-0-
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10
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SHARED DISPOSITIVE POWER
1,561,797
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,561,797
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
3.1%
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14
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TYPE OF REPORTING PERSON
PN
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*See Item 3.
SCHEDULE 13D
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1
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NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
N. Malone Mitchell, 3rd
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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
OO*
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5
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CHECK BOX 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
United States
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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
578,937
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8
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SHARED VOTING POWER
28,789,338
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9
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SOLE DISPOSITIVE POWER
578,937
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10
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SHARED DISPOSITIVE POWER
28,789,338
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,368,275**
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
47.4%**
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14
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TYPE OF REPORTING PERSON
IN
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*See Item 3.
** Please see Item
3 re: the Mitchell Beneficial Ownership Cap.
SCHEDULE 13D
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1
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NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Amy Mitchell
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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
OO*
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5
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CHECK BOX 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
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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7
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SOLE VOTING POWER
25,000
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8
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SHARED VOTING POWER
28,789,338
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9
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SOLE DISPOSITIVE POWER
25,000
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10
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SHARED DISPOSITIVE POWER
28,789,338
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,814,338**
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
46.8%**
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14
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TYPE OF REPORTING PERSON
IN
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*See Item 3.
** Please see Item
3 re: the Mitchell Beneficial Ownership Cap.
AMENDMENT NO. 18 TO SCHEDULE 13D
This Amendment No. 18 to Schedule 13D (this
Eighteenth Amendment
) amends and supplements the Schedule 13D originally filed on
April 17, 2008, as amended by Amendment No. 1 on June 25, 2008, Amendment No. 2 on August 28, 2008, Amendment No. 3 on September 29, 2008, Amendment No. 4 on December 30, 2008, Amendment No. 5 on
July 2, 2009, Amendment No. 6 on December 3, 2009, Amendment No. 7 on September 13, 2010, Amendment No. 8 on May 17, 2011, Amendment No. 9 on March 23, 2012, Amendment No. 10 on January 10,
2014, Amendment No. 11 on January 14, 2015, Amendment No. 12 on May 5, 2015, Amendment No. 13 on August 28, 2015, Amendment No. 14 on April 13, 2016, Amendment No. 15 on July 12, 2016, Amendment
No. 16 on December 1, 2016, and Amendment No 17 on April 20, 2017 (collectively, the
Schedule 13D
). Unless otherwise indicated, all capitalized terms used but not defined herein shall have the same meaning ascribed to
them in the Schedule 13D.
This Eighteenth Amendment is being filed to make updates and amendments to the Schedule 13D as follows:
Item 1. Security and Issuer
There are no changes to
the Item 1 information previously filed.
Item 2. Identity and Background
Item 2 is hereby amended and supplemented by deleting Pinon Foundation from the definition of Reporting Persons.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended and supplemented by adding the following sentences thereto:
On November 15, 2017, Longfellow acquired an aggregate 205,000 shares of Issuers Series A Preferred Shares from Pinon Foundation at a total cash
purchase price of $10,250,000.00. The shares were purchased by Longfellow with cash on hand.
Item 4. Purpose of the Transaction
There are no changes to the Item 4 information previously filed.
Item 5. Interest in Securities of the Issuer
Item 5
is hereby amended and restated to read in its entirety as follows:
(a) Amount beneficially owned
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(i)
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Dalea Partners beneficially owns the aggregate number and percentage of the Issuers common shares as stated in Rows 11 and 13 of the Dalea Partners cover page of this Eighteenth Amendment.
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(ii)
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Dalea Management beneficially owns the aggregate number and percentage of the Issuers common shares as stated in Rows 11 and 13 of the Dalea Management cover page of this Eighteenth Amendment.
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(iii)
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Longfellow beneficially owns the aggregate number and percentage of the Issuers common shares as stated in Rows 11 and 13 of the Longfellow cover page of this Eighteenth Amendment.
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(iv)
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Deut 8 beneficially owns the aggregate number and percentage of the Issuers common shares as stated in Rows 11 and 13 of the Deut 8 cover page of this Eighteenth Amendment.
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(v)
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Pinon Foundation beneficially owns the aggregate number and percentage of the Issuers common shares as stated in Rows 11 and 13 of the Pinon Foundation cover page of this Eighteenth Amendment.
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(vi)
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Mitchell beneficially owns the aggregate number and percentage of the Issuers common shares as stated in Rows 11 and 13 of the Mitchell cover page of this Eighteenth Amendment.
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(vii)
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Amy Mitchell beneficially owns the aggregate number and percentage of the Issuers common shares as stated in Rows 11 and 13 of the Amy Mitchell cover page of this Eighteenth Amendment.
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(b) Power to Vote/ Power to Dispose:
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(i)
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Dalea Partners shares the power to vote and the power to dispose the amount of the Issuers common shares listed in Rows 8 and 10 of the Dalea Partners cover page of this Eighteenth Amendment.
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(ii)
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Dalea Management shares the power to vote and the power to dispose the amount of the Issuers common shares listed in Rows 8 and 10 of the Dalea Management cover page of this Eighteenth Amendment.
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(iii)
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Longfellow shares the power to vote and the power to dispose the amount of the Issuers common shares listed in Rows 8 and 10 of the Longfellow cover page of this Eighteenth Amendment.
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(iv)
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Deut 8 shares the power to vote and the power to dispose the amount of the Issuers common shares listed in Rows 8 and 10 of the Deut 8 cover page of this Eighteenth Amendment.
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(v)
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Pinon Foundation shares the power to vote and the power to dispose the amount of the Issuers common shares listed in Rows 8 and 10 of the Pinon Foundation cover page of this Eighteenth Amendment
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(vi)
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Mitchell possesses the sole power to vote and the sole power to dispose the amount of the Issuers common shares listed in Rows 7 and 9 of the Mitchell cover page of this Eighteenth Amendment. Mitchell shares the
power to vote and the power to dispose the amount of the Issuers common shares listed in Rows 8 and 10 of the Mitchell cover page of this Eighteenth Amendment.
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(vii)
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Amy Mitchell possesses the sole power to vote and the sole power to dispose the amount of the Issuers common shares listed in Rows 7 and 9 of the Amy Mitchell cover page of this Eighteenth Amendment. Amy Mitchell
shares the power to vote and the power to dispose the amount of the Issuers common shares listed in Rows 8 and 10 of the Amy Mitchell cover page of this Eighteenth Amendment.
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(c) See Item 3.
(d) Not applicable. See Item 3.
(e) Pinon Foundation ceased being deemed to beneficially own more that than five percent of the common shares of the Issuer on November 15, 2017, upon the
sale of Issuers Series A Preferred Shares to Longfellow.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
There are no changes to the Item 6 information previously filed.
Item 7. Material to be Filed As Exhibits.
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Exhibit
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Description
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Filing
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1
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Joint Filing Agreement
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Filed as Exhibit 1 to Fifteenth Amendment to Schedule 13D filed with the SEC on July 12, 2016.
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SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Date: December 6, 2017
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DALEA PARTNERS, LP
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By:
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Dalea Management, LLC,
its general
partner
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By:
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/s/ N. Malone Mitchell, 3
rd
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Name:
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N. Malone Mitchell, 3
rd
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Title:
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Manager
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DALEA MANAGEMENT, LLC
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By:
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/s/ N. Malone Mitchell, 3
rd
|
Name:
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N. Malone Mitchell, 3
rd
|
Title:
|
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Manager
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LONGFELLOW ENERGY, LP
|
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By:
|
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Deut 8, LLC,
its general partner
|
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By:
|
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/s/ N. Malone Mitchell, 3
rd
|
Name:
|
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N. Malone Mitchell, 3
rd
|
Title:
|
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Manager
|
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DEUT 8, LLC
|
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By:
|
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/s/ N. Malone Mitchell, 3
rd
|
Name:
|
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N. Malone Mitchell, 3
rd
|
Title:
|
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Manager
|
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PINON FOUNDATION
|
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By:
|
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/s/ N. Malone Mitchell, 3
rd
|
Name:
|
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N. Malone Mitchell, 3
rd
|
Title:
|
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Director
|
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/s/ N. Malone Mitchell, 3
rd
|
N. MALONE MITCHELL, 3
rd
|
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/s/ Amy Mitchell
|
AMY MITCHELL
|
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