Unassociated Document
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): January 29, 2010
GRAN TIERRA ENERGY
INC.
(Exact
name of Registrant as specified in its charter)
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Nevada
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98-0479924
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(State
or other jurisdiction of incorporation)
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(I.R.S.
Employer Identification No.)
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Commission file
number: 000-52594
300, 611
- 10th Avenue S.W.
Calgary,
Alberta, Canada T2R 0B2
(Address
of principal executive offices and zip code)
Registrant's telephone number,
including area code: (403) 265-3221
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 (see General Instruction A.2. below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
3.02 Unregistered Sales of Equity Securities
On three
separate dates beginning on October 27, 2009 and ending on January 29, 2010,
Gran Tierra Energy Inc. issued 1,927,778 shares of its common stock to three
individual holders of exchangeable shares, which exchangeable shares were issued
by a subsidiary of Gran Tierra Energy in a share exchange on November 10, 2005,
and were exchangeable for shares of Gran Tierra Energy’s common
stock.
The
shares were issued to these holders in reliance on Regulation S promulgated by
the SEC as no investor was a resident of the United States.
SIGNATURE
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.
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Dated:
February 1, 2010
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GRAN
TIERRA ENERGY INC
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By:
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/s/
Martin Eden
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Martin
Eden
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Chief
Financial Officer
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