UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,  D.C. 20549 

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 16, 2015 (April 13, 2015)

TRIANGLE PETROLEUM CORPORATION

(Exact name of registrant as specified in charter)

1200 17th Street, Suite 2600, Denver, CO 80202

(Address of principal executive offices)

Registrant’s telephone number, including area code: (303) 260-7125

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with Triangle Petroleum Corporation’s (the “Company”) July 2012 issuance and sale of a  5% Convertible Promissory Note with an initial principal amount of $120.0 million (the “Convertible Note”),  the Company entered into an Investment Agreement (the “Investment Agreement”) with two affiliates of NGP Energy Capital Management, L.L.C. (“NGP”).   Pursuant to the Investment Agreement, NGP is entitled to designate one director to the Company’s Board of Directors (the “Board”) until the occurrence of a “Termination Event,” as defined in the Investment Agreement, as amended in March 2013 (the “Investment Agreement Amendment”) when the Company sold an aggregate of 9,300,000 shares of the Company’s common stock in a private placement to two affiliates of NGP.

Roy Aneed, NGP’s initial director designee appointed to the Board in July 2012, is no longer employed by NGP, and NGP has exercised its right under the Investment Agreement, as amended by the Investment Agreement Amendment, to designate a replacement director.  Mr. Aneed remains a member of the Board.

On April 13, 2015, the Board was increased from six to seven directors, and Brian Minnehan, a Managing Director of NGP, was appointed to fill the newly created vacancy effective immediately.  Prior to his appointment, the Board determined that Mr. Minnehan meets the independence requirements under the NYSE MKT rules.  Mr. Minnehan has not been named to any Board committees, but the Board will consider his participation on committees at a future date.

The foregoing descriptions of the Convertible Note, the Investment Agreement, and the Investment Agreement Amendment are summaries only and are qualified in their entirety by reference to the Convertible Note, the Investment Agreement, and the Investment Agreement Amendment,  which are incorporated by reference as Exhibit 10.1, Exhibit 10.2, and Exhibit 10.3, respectively, to this Current Report on Form 8-K and incorporated by reference in this Item 5.02.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Index to Exhibits