Statement of Changes in Beneficial Ownership (4)
05 April 2017 - 4:20AM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Larsen Scott C
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2. Issuer Name
and
Ticker or Trading Symbol
Park Place Energy Inc.
[
PKPL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President and CEO
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(Last)
(First)
(Middle)
2200 ROSS AVE., SUITE 4500E
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/31/2017
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(Street)
DALLAS, TX 75201
(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)
_
X
_ Form filed by One Reporting Person
___ 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 Shares
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703571
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D
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Common Shares
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200000
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I
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Larsen Energy Consulting Inc.
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Warrants
(6)
(8)
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$0.20
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8/27/2013
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8/27/2017
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Common Shares
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250000
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250000
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D
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Warrants
(7)
(8)
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$0.20
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8/27/2013
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8/27/2018
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Common Shares
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250000
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500000
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D
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Stock Options
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$0.10
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5/1/2013
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4/30/2018
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Common Shares
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600000
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600000
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I
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Larsen Energy Consulting Inc.
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Stock Options
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$0.18
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3/27/2017
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3/26/2021
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Common Shares
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400000
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400000
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D
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Restricted Stock Units [2015]
(1)
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(1)
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(2)
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(3)
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Common Shares
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451475
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451475
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D
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Restricted Stock Units [2016]
(1)
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(1)
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(4)
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(5)
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Common Shares
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363571
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363571
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D
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Restricted Stock Units [2017]
(1)
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(1)
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3/31/2017
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A
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78947
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(9)
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(10)
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Common Shares
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78947
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(1)
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78947
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D
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Explanation of Responses:
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(
1)
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Each Restricted Stock Unit is a notional share of common shares of the Issuer, with a value of each Unit being equal to the Fair Market value of a share of common stock at any time.
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(
2)
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100% of the total Restricted Stock Units shall vest on December 1, 2017 (pursuant to Amendment dated February 23, 2017) provided Mr. Larsen is still a contractor providing services to the Issuer on that date. Vesting will be accelerated if the Issuer either (a) raises an aggregate of $10 million through the sale of the Issuer's equity, or (b) becomes entitled to realize economic benefits of at least $20 million through any combination of capital raising or financing transactions.
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(
3)
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Upon the occurrence of 2(a) or (b) above, or a change of control, termination of service due to death, disability or termination of service, all unvested Restricted Stock Units shall immediately become vested.
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(
4)
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100% of the total Restricted Stock Units shall vest on December 1, 2017 provided Mr. Larsen is still a contractor providing services to the Issuer on that date. Vesting will be accelerated if the Issuer either (a) raises an aggregate of $10 million through the sale of the Issuer's equity, or (b) becomes entitled to realize economic benefits of at least $20 million through any combination of capital raising or financing transactions.
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(
5)
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Upon the occurrence of 4(a) or (b) above, or a change of control, termination of service due to death, disability or termination of service, all unvested Restricted Stock Units shall immediately become vested.
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(
6)
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The expiration date of these warrants was extended to August 23, 2017 pursuant to Amendment dated August 3, 2016.
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(
7)
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The expiration date of these warrants was extended from August 23, 2017 to August 23, 2018 pursuant to Amendment dated March 27, 2017.
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(
8)
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All 500,000 warrants described in this table were originally issued at the same time, but they have been divided into two groups in this table to reflect the differing expiration dates.
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(
9)
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100% of the total Restricted Stock Units shall vest on March 31, 2018 provided Mr. Larsen is still a contractor providing services to the Issuer on that date. Vesting will be accelerated if the Issuer either (a) raises an aggregate of $10 million through the sale of the Issuer's equity, or (b) becomes entitled to realize economic benefits of at least $20 million through any combination of capital raising or financing transactions.
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(
10)
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Upon the occurrence of 9(a) or (b) above, or a change of control, termination of service due to death, disability or termination of service, all unvested Restricted Stock Units shall immediately become vested.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Larsen Scott C
2200 ROSS AVE., SUITE 4500E
DALLAS, TX 75201
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X
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President and CEO
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Signatures
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/s/ Francis M. Munchinski as attorney-in-fact.
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4/4/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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