| Item 1. | |
| (a) | Name of issuer:
GRAN TIERRA ENERGY INC. |
| (b) | Address of issuer's principal executive offices:
500 CENTRE STREET SE CALGARY, ALBERTA, CANADA T2G 1A6 |
| Item 2. | |
| (a) | Name of person filing:
Daniel Lau
Christine Man
LM Asset Management Inc.
LM Asset Fund Limited Partnership (the "Partnership")
LM Asset General Partner Ltd. (the "General Partner")
The reporting persons are filing this statement jointly, but not as members of a group. Each reporting person expressly disclaims membership in a group. Each reporting person also disclaims beneficial ownership of the Common Stock except to the extent of that reporting person's pecuniary interest therein. |
| (b) | Address or principal business office or, if none, residence:
915 - 1055 West Hastings Street, Vancouver, BC, Canada, V6E 2E9 |
| (c) | Citizenship:
For citizenship of Filers, see Item 4 of the cover sheet for each Filer. |
| (d) | Title of class of securities:
Common Stock |
| (e) | CUSIP No.:
38500T200 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Daniel Lau: 4,236,200
Christine Man: 4,061,750
LM Asset Management Inc.: 3,851,200
Partnership: 2,754,200
General Partner: 3,534,200 |
| (b) | Percent of class:
Daniel Lau: 12.0%
Christine Man: 11.5%
LM Asset Management Inc.: 10.9%
Partnership: 7.8%
General Partner: 10.0% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Daniel Lau: 240,000
Christine Man: 65,550
LM Asset Management Inc.: 0
Partnership: 0
General Partner: 40,000
|
| | (ii) Shared power to vote or to direct the vote:
Daniel Lau: 3,996,200
Christine Man: 3,996,200
LM Asset Management Inc.: 3,851,200
Partnership: 2,754,200
General Partner: 3,494,200
|
| | (iii) Sole power to dispose or to direct the disposition of:
Daniel Lau: 240,000
Christine Man: 65,550
LM Asset Management Inc.: 0
Partnership: 0
General Partner: 40,000
|
| | (iv) Shared power to dispose or to direct the disposition of:
Daniel Lau: 3,996,200
Christine Man: 3,996,200
LM Asset Management Inc.: 3,851,200
Partnership: 2,754,200
General Partner: 3,494,200
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
Not Applicable
|
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Mr. Lau and Ms. Man are the control persons of LM Asset Management Inc. and other investment advisers to private investment funds, including the Partnership, and other accounts. The General Partner is the general partner of the Partnership. Those investment advisers, funds and accounts have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock. However, no individual fund or account other than the Partnership beneficially owns more than five percent of the outstanding Common Stock. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule 13d-1(c)