SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

TransAtlantic Petroleum Corp.

 

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

893522 20 1

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

June 22, 2009

(Date of Event which Requires Filing of this Statement)

     If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: o

     Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

     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 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).

 

 

AMENDMENT NO. 5 TO SCHEDULE 13D

     This Amendment No. 5 to Schedule 13D (this “Fifth Amendment”) amends and restates the Schedule 13D originally filed on April 17, 2008, as amended by Amendment No. 1 on June 25, 2008, Amendment No. 2 on August 28, 2008, Amendment No. 3 on September 29, 2008, and as Amendment No. 4 on December 30, 2008.

Item 1. Security and Issuer.

This Fifth Amendment relates to the common shares, no par value, of TransAtlantic Petroleum Corp., a body corporate incorporated under the laws of the Province of Alberta (the “Issuer”). The address of the principal executive office of the Issuer in Canada is Suite 1840,444 – 5^th Ave. SW, Calgary, Alberta T2P 2T8. The address of the principal executive office of the Issuer in the United States is 5910 N. Central Expressway, Suite 1755, Dallas, Texas 75206.

Item 2. Identity and Background

This Fifth Amendment is being filed by and on behalf of Dalea Partners, LP, an Oklahoma limited partnership (“Dalea Partners”), Dalea Management, LLC, an Oklahoma limited liability company (“Dalea Management”), Riata TransAtlantic LLC, an Oklahoma limited liability company (“Riata TransAtlantic”), Longfellow Energy, LP, a Texas limited partnership (“Longfellow”), Deut 8, LLC, a Texas limited liability company (“Deut 8”), and N. Malone Mitchell, 3^rd, an individual resident of the State of Texas (“Mitchell”). Dalea Partners, Dalea Management, Riata TransAtlantic, Longfellow, Deut 8 and Mitchell are collectively referred to herein as the “Reporting Persons” unless otherwise noted.

Dalea Partners is a limited partnership organized under the laws of the State of Oklahoma. Its principal business is to make investments.

Dalea Management is a limited liability company organized under the laws of the State of Oklahoma. Its principal business is to manage Dalea Partners.

Riata TransAtlantic is a limited liability company organized under the laws of the State of Oklahoma. Its principal business is to make investments.

Longfellow is a limited partnership organized under the laws of the State of Texas. Its principal business is to engage in the exploration and development of oil and gas reserves in the United States of America.

Deut 8 is a limited liability company organized under the laws of the State of Texas. Its principal business is to manage Longfellow.

Mitchell is a citizen of the United States of America. Mitchell is actively engaged in ranching and all aspects of the oil and gas business and is engaged in managing personal and family investments.

The address of the principal office of the Reporting Persons, other than Longfellow, is 4801 Gaillardia Parkway, Suite 350, Oklahoma City, Oklahoma 73142.

The address of the principal office of Longfellow is 4801 Gaillardia Parkway, Suite 225, Oklahoma City, Oklahoma 73142.

During the last five years, the Reporting Persons have not been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order (i) enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) finding a violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

On April 8, 2008, Dalea Partners, Dalea Management and Mitchell acquired beneficial ownership of 10,000,000 shares of common stock of the Issuer at a price of Cdn. $0.30 per share and an aggregate purchase price of Cdn. $3,000,000 (the “First Investment Shares”). On May 30, 2008, Dalea Partners, Dalea Management, Riata TransAtlantic and Mitchell acquired beneficial ownership of an additional 12,630,000 shares of common stock of the Issuer at a price of Cdn. $0.36 per share and an aggregate purchase price of Cdn. $4,546,800 (the “Second Investment Shares”). On June 17, 2008, Mitchell exercised stock options to acquire 16,666 shares of common stock of the Issuer at a price of $1.23 per share (the “Option Shares”).

On December 30, 2008, Longfellow sold the Issuer all of the outstanding shares of Longe Energy Limited, a Bermuda limited company and a wholly-owned subsidiary of Longfellow (“Longe”), in exchange for the issuance to Longfellow of (i) 39,583,333 shares of common stock of the Issuer at a price of Cdn. $1.20 per share (the “Longfellow Shares”) and (ii) 10 million common share purchase warrants (the “Longfellow Warrants” and together with the Longfellow Shares, the “Longfellow Securities”). The Longfellow Warrants are exercisable for three years and, upon exercise, will entitle the holder to purchase one common share of the Issuer for each warrant at an exercise price of Cdn. $3.00 per share. A copy of the form of the Longfellow Warrants was attached to the Fourth Amendment. The foregoing description of the Longfellow Warrants is qualified in its entirety by reference to the full text of the Longfellow Warrants. Further, on December 30, 2008, Dalea Partners, Dalea Management, Riata TransAtlantic and Mitchell acquired beneficial ownership of 34,381,667 shares of common stock of the Issuer at a price of Cdn. $1.20 per share and an aggregate purchase price of Cdn. $41,258,000 (the “Third Investment Shares”).

On June 22, 2009 Dalea Partners, LP acquired 41,818,000 shares of common stock of the Issuer at a price of Cdn $1.65 per share (the “Fourth Investment Shares”).

The First Investment Shares, the Second Investment Shares, the Third Investment Shares, and Fourth Investment Shares are hereinafter referred to as the “Shares.” The Shares, the Option Shares and the Longfellow Securities are hereinafter referred to as the “Securities.”

The Shares were acquired by Dalea Partners, Dalea Management, Riata TransAtlantic and Mitchell in exchange for working capital. The Option Shares were acquired by Mitchell through the exercise of stock options granted to him for his service on the Board of Directors of the Issuer. The Longfellow Securities were acquired by Longfellow as consideration for the sale to the Issuer of all of the outstanding shares of Longe.

Item 4. Purpose of the Transaction.

The Reporting Persons hold the Securities as reported herein for investment purposes.

From time to time the Reporting Persons may acquire additional shares of common stock of the Issuer in future open market or private transactions.

Other than as described above, the Reporting Persons have no plans or proposals which relate to, or may result in, any of the matters listed in 4(a)-(j) of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

(a)

Amount beneficially owned:

	(i)		Dalea Partners beneficially owns the aggregate number and percentage of the Issuer’s common stock as stated in Rows 11 and 13 of the Dalea Partners cover page of this Fifth Amendment.
	(ii)		Dalea Management beneficially owns the aggregate number and percentage of the Issuer’s common stock as stated in Rows 11 and 13 of the Dalea Management cover page of this Fifth Amendment.
	(iii)		Riata TransAtlantic beneficially owns the aggregate number and percentage of the Issuer’s common stock as stated in Rows 11 and 13 of the Riata TransAtlantic cover page of this Fifth Amendment.
	(iv)		Longfellow beneficially owns the aggregate number and percentage of the Issuer’s common stock as stated in Rows 11 and 13 of the Longfellow cover page of this Fifth Amendment. Of the amount beneficially owned by Longfellow, 10,000,000 shares of common stock represent the Longfellow Warrants which are exercisable for three years and, upon exercise, will entitle the holder to purchase one common share of the Issuer for each warrant at an exercise price of Cdn. $3.00 per share.
	(v)		Deut 8 beneficially owns the aggregate number and percentage of the Issuer’s common stock as stated in Rows 11 and 13 of the Deut 8 cover page of this Fifth Amendment. Of the amount beneficially owned by Deut 8, 10,000,000 shares of common stock represent the Longfellow Warrants which are exercisable for three years and, upon exercise, will entitle the holder to purchase one common share of the Issuer for each warrant at an exercise price of Cdn. $3.00 per share.
	(vi)		Mitchell beneficially owns the aggregate number and percentage of the Issuer’s common stock as stated in Rows 11 and 13 of the Mitchell cover page of this Fifth Amendment. Of the amount beneficially owned by Mitchell, 10,000,000 shares of common stock represent the Longfellow Warrants which

are exercisable for three years and, upon exercise, will entitle the holder to purchase one common share of the Issuer for each warrant at an exercise price of Cdn. $3.00 per share.

(b)

Power to Vote/ Power to Dispose:

	(i)		Dalea Partners shares the power to vote and the power to dispose the amount of the Issuer’s common stock listed in Rows 8 and 10 of the Dalea Partners cover page of this Fifth Amendment.
	(ii)		Dalea Management shares the power to vote and the power to dispose the amount of the Issuer’s common stock listed in Rows 8 and 10 of the Dalea Management cover page of this Fifth Amendment.
	(iii)		Riata TransAtlantic shares the power to vote and the power to dispose the amount of the Issuer’s common stock listed in Rows 8 and 10 of the Riata TransAtlantic cover page of this Fifth Amendment.
	(iv)		Longfellow shares the power to vote and the power to dispose the amount of the Issuer’s common stock listed in Rows 8 and 10 of the Longfellow cover page of this Fifth Amendment.
	(v)		Deut 8 shares the power to vote and the power to dispose the amount of the Issuer’s common stock listed in Rows 8 and 10 of the Deut 8 cover page of this Fifth Amendment.
	(vi)		Mitchell possesses the sole power to vote and the sole power to dispose the amount of the Issuer’s common stock listed in Rows 7 and 9 of the Mitchell cover page of this Fifth Amendment. Mitchell shares the power to vote and the power to dispose the amount of the Issuer’s common stock listed in Rows 8 and 10 of the Mitchell cover page of this Fifth Amendment.

	(c)		On December 30, 2008, Longfellow, Deut 8 and Mitchell acquired beneficial ownership of the Longfellow Securities. The acquisition of the Longfellow Securities was made pursuant to the terms of the Purchase Agreement dated September 19, 2008, attached hereto as Exhibit B (the “Purchase Agreement”). In addition, pursuant to the terms of the Purchase Agreement, on December 30, 2008, Dalea Partners, Dalea Management, Riata TransAtlantic and Mitchell acquired beneficial ownership of the Third Investment Shares in a private placement. The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement.
	(d)		Not applicable.
	(e)		Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

On December 30, 2008, the Issuer and Riata Management, LLC, an Oklahoma limited liability company (“Riata Management”), entered into an Amended and Restated Registration Rights Agreement (the “Amended and Restated Registration Rights Agreement”). Pursuant to the Amended and Restated Registration Rights Agreement, from time to time and subject to certain limitations, Riata Management has the right to request that the Issuer effect the qualification under Canadian securities laws of all or part of the common shares (and any securities of the Issuer issued on conversion of, in exchange for or in replacement of such common shares) owned or controlled by Riata Management, certain related entities and the parties who acquired the Securities (together, the “Qualifiable Securities”), to permit the distribution of such Qualifiable Securities to the public in any or all of the provinces and territories of Canada (a “Demand Qualification”). The Issuer shall not be obligated to effect any Demand Qualification for less than $5,000,000 or more than two Demand Qualifications in any twelve month period or until a period of at least 90 days has elapsed from the effective date of the most recent qualification.

In addition to the Demand Qualification rights, subject to certain limitations, if the Issuer proposes to file a prospectus under Canadian securities laws in order to permit the qualification of securities that are to be sold by the Issuer or any shareholder of the Issuer, the Issuer shall use reasonable efforts to include in the proposed distribution such number of Qualifiable Securities as Riata Management shall request upon the same terms as such distribution.

A copy of the form of the Amended and Restated Registration Rights Agreement was attached to the Fourth Amendment. The foregoing description of the Amended and Restated Registration Rights Agreement is qualified in its entirety by reference to the full text of the Amended and Restated Registration Rights Agreement.

In connection with the Fourth Investment Shares, Dalea became a party to the Registration Rights Agreement that obligates the Company to Register the Fourth Investment Shares within 100 days, subject to certain limitation. The Registration Rights Agreement is incorporated by reference as Exhibit B.

Item 7. Material to be Filed as Exhibits.

Exhibit A — Joint Filing Agreement for the Fifth Amendment.

Exhibit B — Registration Rights Agreement (incorporated by reference Exhibit 10.1 to Form 8-Kfiled by the Issuer (File No. 000-31643) with the SEC on June 22, 2009).

SIGNATURE

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.

Date: July 2, 2009		DALEA PARTNERS, LP
		By:		Dalea Management, LLC
				its general partner
		By: Name:		/s/ N. Malone Mitchell, 3rd   N. Malone Mitchell, 3rd
		Title:		Manager
		DALEA MANAGEMENT, LLC
		By: Name:		/s/ N. Malone Mitchell, 3rd   N. Malone Mitchell, 3rd
		Title:		Manager
		RIATA TRANSATLANTIC LLC
		By: Name:		/s/ N. Malone Mitchell, 3rd   N. Malone Mitchell, 3rd
		Title:		Manager
		LONGFELLOW ENERGY, LP
		By:		Deut 8, LLC
				its general partner
		By: Name:		/s/ N. Malone Mitchell, 3rd   N. Malone Mitchell, 3rd
		Title:		Manager
		DEUT 8, LLC
		By: Name:		/s/ N. Malone Mitchell, 3rd   N. Malone Mitchell, 3rd
		Title:		Manager
		/s/ N. MALONE MITCHELL, 3rd
		N. MALONE MITCHELL, 3rd