Statement of Ownership (sc 13g)
April 04 2019 - 2:28PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange
Act of 1934
(Amendment No. __)*
Gran Tierra Energy
Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
38500T101
(CUSIP Number)
December 31, 2018
(Date of Event which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
þ
Rule 13d-1(b)
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)
*
The remainder of
this cover page shall be filled out for a reporting person's 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).
CUSIP No. 38500T101
|
13G
|
Page 2 of 14
|
1.
|
NAMES OF REPORTING PERSONS
Bay Resource Partners, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
þ
(b)
o
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
18,819,190
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
18,819,190
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,819,190
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.9%
|
12.
|
TYPE OF REPORTING PERSON (see instructions)
PN
|
|
|
|
|
CUSIP No. 38500T101
|
13G
|
Page 3 of 14
|
1.
|
NAMES OF REPORTING PERSONS
Bay II Resource Partners, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
þ
(b)
o
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
16,259,030
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
16,259,030
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,259,030
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.2%
|
12.
|
TYPE OF REPORTING PERSON (see instructions)
PN
|
|
|
|
|
CUSIP No. 38500T101
|
13G
|
Page 4 of 14
|
1.
|
NAMES OF REPORTING PERSONS
Bay Resource Partners Offshore Master Fund, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
þ
(b)
o
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
28,133,756
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
28,133,756
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,133,756
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.3%
|
12.
|
TYPE OF REPORTING PERSON (see instructions)
PN
|
|
|
|
|
CUSIP No. 38500T101
|
13G
|
Page 5 of 14
|
1.
|
NAMES OF REPORTING PERSONS
GMT Exploration Company LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
þ
(b)
o
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
1,096,900
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
1,096,900
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,096,900
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
|
12.
|
TYPE OF REPORTING PERSON (see instructions)
OO
|
|
|
|
|
CUSIP No. 38500T101
|
13G
|
Page 6 of 14
|
1.
|
NAMES OF REPORTING PERSONS
GMT Capital Corp.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
þ
(b)
o
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Georgia
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
67,675,186
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
67,675,186
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,675,186
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.5%
|
12.
|
TYPE OF REPORTING PERSON (see instructions)
IA
|
|
|
|
|
CUSIP No. 38500T101
|
13G
|
Page 7 of 14
|
1.
|
NAMES OF REPORTING PERSONS
Thomas E. Claugus
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
þ
(b)
o
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
67,675,186
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
67,675,186
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,675,186
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
o
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.5%
|
12.
|
TYPE OF REPORTING PERSON (see instructions)
IN
|
|
|
|
|
CUSIP No. 38500T101
|
13G
|
Page 8 of 14
|
Item 1.
The name of the issuer is Gran Tierra Energy
Inc. (herein referred to as “Issuer”).
|
(b)
|
Address of Issuer’s Principal
Executive Offices
|
The principal executive offices of the Issuer
are located at 900, 520 - 3 Avenue SW, Toronto, Calgary, Alberta Canada T2P 0R3.
Item 2.
|
(a)
|
Name of Person Filing
|
This Statement is filed on behalf of each
of the following persons (collectively, the “Reporting Persons”)
|
i)
|
Bay Resource Partners, L.P., (Bay),
with respect to shares of Common Stock directly owned by it.
|
|
ii)
|
Bay II Resource Partners, L.P.,
(Bay II), with respect to shares of Common Stock directly owned by it.
|
|
iii)
|
Bay Resource Partners Offshore
Master Fund, L.P. (Offshore Fund) with respect to shares of Common Stock directly owned by it.
|
|
iv)
|
GMT Exploration Company LLC (GMT
Exploration) with respect to shares of Common Stock directly owned by it.
|
|
v)
|
GMT Capital Corp. (GMT Capital)
with respect to shares of Common Stock directly owned by each of Bay, Bay II, the Offshore Fund, GMT Exploration, and certain sub-advisory
and separate account clients advised by GMT.
|
|
vi)
|
Thomas E. Claugus, (Mr. Claugus),
with respect to the shares of Common Stock directly owned by him and directly owned by each of Bay, Bay II, the Offshore Fund,
GMT Exploration, and certain sub-advisory and separate account clients advised by GMT.
|
The foregoing persons are hereinafter sometimes
collectively referred to as the Reporting Persons. Any disclosures herein with respect to persons other than the Reporting Persons
are made on information and believe after making inquiry to the appropriate party.
|
(b)
|
Address of the Principal Office
or, if none, residence
|
The address of the business office of each
of the Reporting Persons is 2300 Windy Ridge Parkway, Ste. 550 South, Atlanta, GA 30339.
Bay and Bay II are limited partnerships organized
under the laws of the State of Delaware. The Offshore Fund is an
exempted limited partnership organized under
the laws of the Cayman Islands. GMT Exploration is a limited liability company organized under the laws of the State of Delaware.
GMT Capital is a Georgia corporation. Mr. Claugus is a United States citizen.
|
(d)
|
Title of Class of Securities
|
The schedule 13G statement relates to Common
Stock of the Issuer.
The CUSIP number for the Common Stock is
38500T101.
CUSIP No. 38500T101
|
13G
|
Page 9 of 14
|
Item 3. Filing pursuant to
§240.13d-1(c)
If this statement is filed pursuant
to Sec. 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a :
|
(a)
|
*
Broker
or dealer registered under section 15 of the Act (15 U.S.D. 78o):
|
|
(b)
|
*
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
(c)
|
*
Insurance
company as de
fined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
(d)
|
*
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
|
|
(e)
|
R
An
investment adviser in accordance with Sec. 240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
*
An
employee benefit plan or endowment fund in accordance with Sec. 240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
*
A
parent holding company or control person in accordance with Sec. 240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
*
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
(i)
|
*
A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act
of 1940 (15 U.S.C. 80a-3);
|
|
(j)
|
*
A
non-U.S. institution in accordance with Sec. 240.13d-1(b)(1)(ii)(J);
|
|
(k)
|
*
Group,
in accordance with Sec. 240.13d-1(b)(1)(ii)(J).
|
Item 4. Ownership
This statement is being filed with respect to
an aggregate of 67,675,186 shares of Common Stock, resulting in beneficial ownership of Common Stock as follows:
|
1.
|
Bay Resource Partners, L.P.
|
|
(a)
|
Amount Beneficially owned: 18,819,190.
|
|
(b)
|
Percent of Class: 4.9%
|
|
(c)
|
Number of shares to which the
person has:
|
|
(i)
|
Sole power to vote or to direct
the vote: 0
|
|
(ii)
|
Shared power to vote or to direct
the vote: 18,819,190
|
|
(iii)
|
Sole power to dispose or to direct
the disposition of: 0
|
|
(iv)
|
Shared power to dispose or to
direct the disposition of 18,819,190
|
|
2.
|
Bay II Resource Partners, L.P.
|
|
(a)
|
Amount Beneficially owned: 16,259,030
|
|
(b)
|
Percent of Class: 4.2%
|
|
(c)
|
Number of shares to which the
person has:
|
|
(i)
|
Sole power to vote or to direct
the vote: 0
|
|
(ii)
|
Shared power to vote or to direct
the vote: 16,259,030
|
CUSIP No. 38500T101
|
13G
|
Page 10 of 14
|
|
(iii)
|
Sole power to dispose or to direct
the disposition of: 0
|
|
(iv)
|
Shared power to dispose or to
direct the disposition of 16,259,030
|
|
3.
|
Bay Resource Partners Offshore
Master Fund, L.P.
|
|
(a)
|
Amount Beneficially owned: 28,133,756.
|
|
(b)
|
Percent of Class: 7.3%
|
|
(c)
|
Number of shares to which the
person has:
|
|
(i)
|
Sole power to vote or to direct
the vote: 0
|
|
(ii)
|
Shared power to vote or to direct
the vote: 28,133,756
|
|
(iii)
|
Sole power to dispose or to direct
the disposition of: 0
|
|
(iv)
|
Shared power to dispose or to
direct the disposition of 28,133,756
|
|
(a)
|
Amount Beneficially owned: 67,675,186
|
|
(b)
|
Percent of Class: 17.5%
|
|
(c)
|
Number of shares to which the
person has:
|
|
(i)
|
Sole power to vote or to direct
the vote: 0
|
|
(ii)
|
Shared power to vote or to direct
the vote: 67,675,186
|
|
(iii)
|
Sole power to dispose or to direct
the disposition of: 0
|
|
(iv)
|
Shared power to dispose or to
direct the disposition of: 67,675,186
|
|
(a)
|
Amount Beneficially owned: 67,675,186
|
|
(b)
|
Percent of Class: 17.5%
|
|
(c)
|
Number of shares to which the
person has:
|
|
(i)
|
Sole power to vote or to direct
the vote: 0
|
|
(ii)
|
Shared power to vote or to direct
the vote: 67,675,186
|
|
(iii)
|
Sole power to dispose or to direct
the disposition of: 0
|
|
(iv)
|
Shared power to dispose or to
direct the disposition of: 67,675,186
|
CUSIP No. 38500T101
|
13G
|
Page 11 of 14
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
|
£
|
As of the date of this Report,
the aggregate beneficial ownership of the Reporting Persons had been reduced to below five percent (5%).
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf of another Person.
|
GMT Capital, the general partner of Bay and Bay II,
has the power to direct the affairs of Bay and Bay II, including the voting and disposition of shares. As the discretionary investment
manager of the Offshore Fund and certain other sub-advisory and separate accounts, GMT Capital has power to direct the voting and
disposition of shares held by the Offshore Fund and such other accounts. GMT Capital is also the non-discretionary manager of GMT
Exploration through a separately managed account relationship. Mr. Claugus is the President of GMT Capital and in that capacity
directs the operations of each of Bay and Bay II and the voting and disposition of shares held by the Offshore Fund and certain
sub-advisory and separate account clients advised by GMT. In addition, Mr. Claugus owns a controlling interest in GMT Exploration.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company.
|
Not Applicable
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Please see response to Item 2.
|
Item 9.
|
Notice of Dissolution of Group.
|
Not Applicable
CUSIP No. 38500T101
|
13G
|
Page 12 of 14
|
By signing below, I certify that,
to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or effect.
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.
April 3, 2019
Date
|
|
/s/ Philip J. Meyers
|
|
Philip J. Meyers, as Vice President of GMT Capital Corp., for itself and as the general partner of (i) Bay Resource Partners, L.P. and (ii) Bay II Resource Partners, L.P., and as the investment manager of (iii) Bay Resource Partners Offshore Master Fund, L.P. and (iv) GMT Exploration Company LLC and (iv) certain other accounts and for Thomas E. Claugus.
|
|
CUSIP No. 38500T101
|
13G
|
Page 13 of 14
|
EXHBIT INDEX
Ex.
|
|
Page No.
|
A Joint Filing Agreement
|
|
14
|
CUSIP No. 38500T101
|
13G
|
Page 14 of 14
|
EXHBIIT A
JOINT FILING AGREEMENT
The
undersigned hereby agree that the statement on Schedule 13G with respect to the Ordinary Shares of Gran Tierra Energy Inc. dated
as of April 3, 2019 is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant
to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Bay Resource Partners, L.P.
|
|
/s/ Philip J. Meyers
|
|
Authorized Signatory
|
|
Bay II Resource Partners, L.P.
|
|
/s/ Philip J. Meyers
|
|
Authorized Signatory
|
|
Bay Resource Partners Offshore Master Fund, L.P.
|
|
/s/ Philip J. Meyers
|
|
Authorized Signatory
|
|
GMT Exploration Company LLC
|
|
/s/ Philip J. Meyers
|
|
Authorized Signatory
|
|
GMT Capital Corp.
|
|
/s/ Philip J. Meyers
|
|
Vice President
|
|
Thomas E. Claugus
|
|
/s/ Philip J. Meyers
|
|
Authorized Signatory
|
|
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