FPPP Fieldpoint Petroleum Corp (CE)

 

 

 

 

 

 

 

Item 1.   Security and the Issuer

 

This Amendment No. 4 (" Amendment No. 4 ") amends the statement on Schedule 13D previously filed on August 21, 2015 (the " Original Schedule 13D "), Amendment No. 1 filed on September 24, 2015 (" Amendment No. 1 "), Amendment No. 2 filed on October 13, 2015 (" Amendment No. 2 ") and Amendment No. 3 filed on May 4, 2016 (" Amendment No. 3 ")  and, together with the Original Schedule 13D, Amendment No. 1, Amendment no. 2, Amendment No. 3  and this Amendment No. 4, (the " Schedule 13D "). The Schedule 13D relates to the shares of Common Stock of FieldPoint Petroleum Corporation (the " Issuer "). Unless the context otherwise requires, references herein to the "Common Stock" are to such Common Stock of the Issuer. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set forth in the Schedule 13D. 

 

Item 4. Purpose of Transaction

 

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:

 The Reporting Persons will continue to review their investment in the Issuer on an ongoing basis. As part of this investment review process, the Reporting Persons reserve the right to engage in discussions with management of the Issuer and with third parties that may have an interest in the business affairs of the Issuer in order to monitor their investment and consider possible strategic alternatives.

Depending upon such discussions and consideration of strategic alternatives, the Reporting Persons could undertake or support one or more of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to formulate other purposes, plans or proposals regarding the Issuer to the extent deemed advisable by the Reporting Persons in light of actions or inactions by the Board or Management, financial condition of the Company, current market conditions generally and specifically as they relate to the Issuer or other factors. The Reporting Persons further reserve the right to add to or reduce their holdings in the Issuer at any time as circumstances warrant or as deemed appropriate without prior notice.

On April 20, 2018, the Reporting Persons sent a letter to the Company's Board of Directors.

In the letter, the Reporting Persons stated that they believe that the primary reason for the Issuer's persistent poor operational and financial performance and declining stock price is its Management which has demonstrated a lack of both ability and willingness to take the necessary steps to reverse these negative trends. Accordingly, the Reporting Persons proposed not to renew Management's contracts upon expiration.

The letter stated that the Reporting Persons would like to engage in an open and constructive dialogue with the Board.

The letter also mentioned that the Reporting Persons' subsidiary, Trivista Operating LLC, holds interests in the Ranger and Taylor Serbin fields and has filed suit for non-payment by the Issuer of outstanding disputed invoices of $107,000 plus attorney fees and court costs on February 26, 2018.

The foregoing summary is qualified in its entirety by the full text of the letter, which is filed as Exhibit 99.1  to the Schedule 13D and is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a) As of the date of this Schedule 13D, the Reporting Persons beneficially own 744,212  shares of Common Stock, all of which are directly held by 2390530 (the " Shares "). The Shares represent approximately 6.98% of the Common Stock outstanding. Percentages of the Common Stock outstanding reported in this Schedule 13D are calculated based upon the 10,669,229 shares of Common Stock outstanding as of March 30, 2018, as reported in the Issuer's Annual Report on Form 10-K filed by the Issuer with the Securities and Exchange Commission on April 2, 2018.

 

 

 

Item 7.  Material to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

Exhibit 99.1: Letter to the Board of Directors

 

 

SIGNATURES

 

After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

 

 

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