Statement of Changes in Beneficial Ownership (4)
January 29 2021 - 3:25PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
GMT CAPITAL CORP |
2. Issuer Name and Ticker or Trading Symbol
GRAN TIERRA ENERGY INC.
[
GTE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
2300 WINDY RIDGE PARKWAY SUITE 550 SOUTH, |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/27/2021 |
(Street)
ATLANTA, GA 30339
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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COMMON STOCK (1)(2)(3) | 1/27/2021 | | S | | 389500 | D | $0.47 | 60680529 | D | |
COMMON STOCK (1)(2)(4) | 1/28/2021 | | S | | 1872500 | D | $0.63 | 58808029 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | This Form 4 is being jointly filed by Bay Resource Partners, L.P. (Bay), a Delaware limited partnership, Bay II Resource Partners, L.P. (Bay II), a Delaware limited partnership, Bay Resource Partners Offshore Master Fund, L.P. (Bay Offshore), an exempted limited partnership organized under the laws of the Cayman Islands, GMT Exploration Company LLC (GMT Exploration), a Delaware limited liability company, GMT Capital Corp., a Georgia corporation (GMT Capital), and Thomas E. Claugus (Claugus), a United States citizen. The foregoing persons are hereinafter sometimes collectively referred to as the Reporting Persons. |
(2) | GMT Capital is the general partner of Bay and Bay II and has the power to direct the affairs of Bay and Bay II, including voting and disposition of shares. As the discretionary investment manager of Bay Offshore, GMT Capital has power to direct voting and disposition of shares held by Bay Offshore. Claugus is the President of GMT Capital and in that capacity, directs the operations of each of Bay and Bay II and voting and disposition of shares held by Bay Offshore. GMT Capital is also the non-discretionary manager of GMT Exploration through a separately managed account relationship. In addition, Claugus owns a controlling interest in GMT Exploration. GMT Capital and Claugus may be deemed to beneficially own indirect pecuniary interest as the result of performance-based fees and profit allocations. Each of GMT Capital and Claugus disclaims such beneficial ownership except to the extent ultimately realized. |
(3) | The aggregate number of shares of common stock sold on January 27, 2021, was 389,500 shares, at a price of $0.47 per share, resulting in an aggregate number of shares owned by the Reporting Persons of 60,680,529. Such shares were sold, and thereafter beneficially owned by the Reporting Persons in the following amounts: Bay = 116,300 shares sold resulting in ownership of 17,566,890 shares; Bay II = 93,400 shares sold resulting in ownership of 14,201,930 shares; Offshore Fund = 164,300 shares sold resulting in ownership of 24,894,409 shares; GMT Capital = 0 shares sold resulting in ownership of 147,000 shares; Claugus =15,500 shares sold resulting in ownership of 2,343,400 shares; GMT Exploration = 0 shares sold resulting in ownership of 1,526,900 shares. |
(4) | The aggregate number of shares of common stock sold on January 28, 2021, was 1,872,500 shares, at a price of $0.63 per share, resulting in an aggregate number of shares owned by the Reporting Persons of 58,808,029. Such shares were sold, and thereafter beneficially owned by the Reporting Persons in the following amounts: Bay =559,200 shares sold resulting in ownership of 17,007,690 shares; Bay II = 448,900 shares sold resulting in ownership of 13,753,030 shares; Offshore Fund = 789,900 shares sold resulting in ownership of 24,104,509 shares; GMT Capital = 0 shares sold resulting in ownership of 147,000 shares; Claugus =74,500 shares sold resulting in ownership of 2,268,900 shares; GMT Exploration = 0 shares sold resulting in ownership of 1,526,900 shares. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
GMT CAPITAL CORP 2300 WINDY RIDGE PARKWAY SUITE 550 SOUTH ATLANTA, GA 30339 |
| X |
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BAY RESOURCE PARTNERS LP 2300 WINDY RIDGE PARKWAY SUITE 550 SOUTH ATLANTA, GA 30339 |
| X |
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BAY II RESOURCE PARTNERS LP 2300 WINDY RIDGE PARKWAY SUITE 550 SOUTH ATLANTA, GA 30339 |
| X |
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BAY RESOURCE PARTNERS OFFSHORE MASTER FUND, L.P. 2300 WINDY RIDGE PARKWAY SUITE 550 SOUTH ATLANTA, GA 30339 |
| X |
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CLAUGUS THOMAS E GMT CAPITAL CORP 2300 WINDY RIDGE PARKWAY SUITE 550 SOUTH ATLANTA, GA 30339 |
| X |
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GMT Exploration Co LLC 1560 Broadway STE 2000 Denver, CO 80202 |
| X |
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Signatures
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/s/ Philip J. Meyers | | 1/29/2021 |
**Signature of Reporting Person | Date |
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