Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2) *
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Gran Tierra Energy Inc. |
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(Name of Issuer)
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Common Stock, par value $0.001 per share |
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(Title of Class of Securities)
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38500T101 |
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(Cusip Number)
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December 31, 2008 |
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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o |
Rule 13d-1(b) |
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x |
Rule 13d-1(c) |
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o |
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 the disclosures provided in a prior cover page.
The information required in 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).
(Continued on following pages)
Page 1 of 11 Pages
13G
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CUSIP No. 38500T101 |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Greywolf Capital Partners II LP |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]**
** The reporting persons making this filing may be deemed to own an aggregate of 3,333,334 Shares, which is 1.4% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note] |
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
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6 |
SHARED VOTING POWER
933,334 [See Preliminary Note] |
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7 |
SOLE DISPOSITIVE POWER
-0- |
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8 |
SHARED DISPOSITIVE POWER
933,334 [See Preliminary Note] |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
933,334 [See Preliminary Note] |
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10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4% [See Preliminary Note] |
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12 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
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13G
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CUSIP No. 38500T101 |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Greywolf Capital Overseas Fund |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]**
** The reporting persons making this filing may be deemed to own an aggregate of 3,333,334 Shares, which is 1.4% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note] |
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
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6 |
SHARED VOTING POWER
2,400,000 [See Preliminary Note]- |
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7 |
SOLE DISPOSITIVE POWER
-0- |
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8 |
SHARED DISPOSITIVE POWER
2,400,000 [See Preliminary Note] |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,400,000 [See Preliminary Note] |
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10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0% [See Preliminary Note] |
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12 |
TYPE OF REPORTING PERSON (See Instructions)
OO |
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13G
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CUSIP No. 38500T101 |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Greywolf Advisors LLC |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]**
** The reporting persons making this filing may be deemed to own an aggregate of 3,333,334 Shares, which is 1.4% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note] |
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
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6 |
SHARED VOTING POWER
933,334 [See Preliminary Note] |
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7 |
SOLE DISPOSITIVE POWER
-0- |
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8 |
SHARED DISPOSITIVE POWER
933,334 [See Preliminary Note] |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
933,334 [See Preliminary Note] |
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10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4% [See Preliminary Note] |
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12 |
TYPE OF REPORTING PERSON (See Instructions)
OO |
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13G
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CUSIP No. 38500T101 |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Greywolf Capital Management LP |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]**
** The reporting persons making this filing may be deemed to own an aggregate of 3,333,334 Shares, which is 1.4% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note] |
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
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6 |
SHARED VOTING POWER
3,333,334 [See Preliminary Note] |
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7 |
SOLE DISPOSITIVE POWER
-0- |
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8 |
SHARED DISPOSITIVE POWER
3,333,334 [See Preliminary Note] |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,333,334 [See Preliminary Note] |
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10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.4% [See Preliminary Note] |
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12 |
TYPE OF REPORTING PERSON (See Instructions)
PN, IA |
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13G
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CUSIP No. 38500T101 |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Greywolf GP LLC |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]**
** The reporting persons making this filing may be deemed to own an aggregate of 3,333,334 Shares, which is 1.4% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note] |
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
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6 |
SHARED VOTING POWER
3,333,334 [See Preliminary Note] |
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7 |
SOLE DISPOSITIVE POWER
-0- |
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8 |
SHARED DISPOSITIVE POWER
3,333,334 [See Preliminary Note] |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,333,334 [See Preliminary Note] |
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10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.4% [See Preliminary Note] |
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12 |
TYPE OF REPORTING PERSON (See Instructions)
OO |
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13G
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CUSIP No. 38500T101 |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jonathan Savitz |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]**
** The reporting persons making this filing may be deemed to own an aggregate of 3,333,334 Shares, which is 1.4% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note] |
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
-0- |
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6 |
SHARED VOTING POWER
3,333,334 [See Preliminary Note] |
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7 |
SOLE DISPOSITIVE POWER
-0- |
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8 |
SHARED DISPOSITIVE POWER
3,333,334 [See Preliminary Note] |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,333,334 [See Preliminary Note] |
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10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.4% [See Preliminary Note] |
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12 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
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This Amendment No. 2 to Schedule 13G amends and restates in its entirety the Schedule 13G initially filed on February 4, 2008 (together with all prior and current amendments thereto, this “Schedule 13G”).
Preliminary Note: The Reporting Persons (as defined below) are filing this Schedule 13G with respect to the shares of Common Stock, par value $0.001 per share (the “Shares”), of Gran Tierra Energy Inc. (the “Company”). The Reporting Persons are filing this Schedule 13G to report their beneficial ownership of warrants to purchase 3,333,334 Shares (the “Warrants”), which Warrants are immediately exercisable. All numbers and percentages contained in this Schedule 13G represent beneficial ownership of Shares deemed to be beneficially owned through the Warrants owned by the Reporting Persons, unless stated otherwise.
All percentages in the cover pages to this Schedule 13G were calculated based on the 238,200,000 Shares outstanding as of November 17, 2008, as reported by the Company in its Current Report on Form 8-K filed with the Securities and Exchange Commission on November 19, 2008, plus the additional Shares that would be issued if each Reporting Person exercised the Warrants it owns as of the date of this filing. The percentages do not assume the exercise of Warrants held by any other persons or entities.
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Item 1. |
Issuer |
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(a) |
Name of Issuer
Gran Tierra Energy Inc. |
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(b) |
Address of Issuer’s Principal Executive Offices
300, 611 10th Avenue S.W. Calagary, Alberta, Canada T2R 0B2 |
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Item 2. |
Identity And Background |
Title Of Class Of Securities And CUSIP Number (Item 2(d) and (e))
This statement relates to shares of Common Stock, par value $0.001 per share, of the Company. The CUSIP number of the Shares is 38500T101.
Name Of Persons Filing, Address Of Principal Business Office And Citizenship (Item 2(a), (b) and (c))
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons.”
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(i) |
Greywolf Capital Partners II LP, a Delaware limited partnership (“Greywolf Capital II”), with respect to the Shares beneficially owned by it (through its ownership of Warrants); |
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(ii) |
Greywolf Capital Overseas Fund, a Cayman Islands exempted company (“Greywolf Overseas”), with respect to the Shares beneficially owned by it (through its ownership of Warrants); |
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(iii) |
Greywolf Advisors LLC, a Delaware limited liability company and the general partner of Greywolf Capital II (the “General Partner”), with respect to the Shares beneficially owned by Greywolf Capital II (through its ownership of Warrants); |
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(iv) |
Greywolf Capital Management LP, a Delaware limited partnership and the investment manager of Greywolf Capital II and Greywolf Overseas (the “Investment Manager”), with respect to the Shares beneficially owned by each of Greywolf Capital II and Greywolf Overseas (through its ownership of Warrants); |
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(v) |
Greywolf GP LLC, a Delaware limited liability company and the general partner of the Investment Manager (the “Investment Manager General Partner”), with respect to the Shares beneficially owned by each of Greywolf Capital II and Greywolf Overseas (through its ownership of Warrants); and |
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(vi) |
Jonathan Savitz, a United States citizen and the senior managing member of the General Partner and the sole managing member of the Investment Manager General Partner (“Savitz”), with respect to the Shares beneficially owned by each of Greywolf Capital II and Greywolf Overseas (through its ownership of Warrants). |
Greywolf Capital II and Greywolf Overseas are together referred to herein as the “Greywolf Funds.”
The citizenship of each of the Reporting Persons is set forth above. The address of the principal business office of (i) all of the Reporting Persons other than Greywolf Overseas is 4 Manhattanville Road, Suite 201, Purchase, NY 10577 and (ii) Greywolf Overseas is Queensgate House, South Church Street, P.O. Box 1234, George Town, Grand Cayman.
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Item 3. |
If This Statement Is Filed Pursuant To Sections 240.13d-1(b), Or 13d-2(b) Or (c), Check Whether The Person Filing Is An Entity Specified In (a) - (k): |
Not Applicable.
If This Statement Is Filed Pursuant To Section 240.13d-1(c), Check This Box. x
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Item 4. |
Ownership |
The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person hereto is incorporated herein by reference for each such Reporting Person.
The Warrants in respect of which Greywolf Capital II is deemed to beneficially own
Shares are owned directly by Greywolf Capital II and the Warrants in respect of which Greywolf Overseas is deemed to beneficially own Shares are owned directly by Greywolf Overseas. The General Partner, as general partner to Greywolf Capital II, may be deemed to be the beneficial owner of all such Shares beneficially owned by Greywolf Capital II. The Investment Manager, as investment manager of the Greywolf Funds, may be deemed to be the beneficial owner of all such Shares beneficially owned by the Greywolf Funds. The Investment Manager General Partner, as general partner of the Investment Manager, may be deemed to be the beneficial owner of all such Shares beneficially owned by the Greywolf Funds. Savitz, as the senior managing member of the General Partner and as the sole managing member of the Investment Manager General Partner, may be deemed to be the beneficial owner of all such Shares beneficially owned by the Greywolf Funds.Each of the General Partner, the Investment Manager, the Investment Manager General Partner and Savitz hereby disclaims any beneficial ownership of any such Shares.
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Item 5. |
Ownership Of Five Percent Or Less Of A Class |
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the deemed beneficial owner of more than five percent of the class of securities, check the following x
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Item 6. |
Ownership Of More Than Five Percent On Behalf Of Another Person |
Not Applicable.
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Item 7. |
Identification And Classification Of The Subsidiary Which Acquired The Security Being Reported On By The Parent Holding Company |
Not Applicable.
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Item 8. |
Identification And Classification Of Members Of The Group |
The Reporting Persons are filing this Schedule 13G pursuant to Rule 13d-1(c). Consistent with Item 2 of the cover page for each Reporting Person above, the Reporting Persons neither disclaim nor affirm the existence of a group among them.
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Item 9. |
Notice Of Dissolution Of Group |
Not Applicable.
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Item 10. |
Certification |
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.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: January 23, 2009
/s/ Jonathan Savitz
GREYWOLF ADVISORS LLC,
On its own behalf
And as the General Partner of
GREYWOLF CAPITAL PARTNERS II LP
By Jonathan Savitz,
Senior Managing Member
/s/ Jonathan Savitz
GREYWOLF GP LLC
By Jonathan Savitz,
Managing Member
/s/ Jonathan Savitz
GREYWOLF CAPITAL MANAGEMENT LP,
On its own behalf
And as investment manager to
GREYWOLF CAPITAL OVERSEAS FUND
By Jonathan Savitz,
Managing Member of Greywolf GP LLC, its General Partner
/s/ Jonathan Savitz
Jonathan Savitz