Kolibri Global Energy Inc. Schedule 13G shows a group of related reporting persons led by Tetragon and its affiliates collectively beneficially own 7,070,568 common shares, representing 19.8% of the class based on 35,625,587 shares outstanding as of November 13, 2023. Westbourne River Event Master Fund is reported separately with 4,401,501 shares (12.4%). The filing lists the legal entities and individuals through which the holdings are held or managed, provides their jurisdictions, and specifies shared voting and dispositive power for the reported amounts. The filing includes a joint filing agreement as Exhibit 99.1.
Positive
Clear disclosure of beneficial ownership by Tetragon-related entities totaling 7,070,568 shares (19.8%)
Specific basis for percentage calculation provided: 35,625,587 shares outstanding as of Nov 13, 2023
Joint Filing Agreement included as Exhibit 99.1 confirming coordinated reporting
Negative
None.
Insights
TL;DR: A coordinated institutional position holds nearly one-fifth of KGEI, a materially large stake that could influence governance.
The filing documents that Tetragon-related entities beneficially own 7,070,568 shares (19.8%) of Kolibri Global Energy, with shared voting and dispositive power. That percentage is calculated on 35,625,587 shares outstanding as reported on November 13, 2023. Such a stake is material and could affect shareholder votes or strategic outcomes, though the filing contains no statements about intentions, board seats, or planned transactions.
TL;DR: The disclosure shows coordinated ownership across multiple affiliated entities and named principals, flagging potential governance influence.
The Schedule 13G identifies multiple affiliated reporting persons and two named principals (Patrick G.G. Dear and Reade E. Griffith) with shared voting/dispositive power over the reported shares. The joint filing and centralized signatures indicate an organized reporting group. The filing does not assert control or intentions; it is a factual ownership disclosure useful for assessing voting blocs and governance dynamics.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Kolibri Global Energy Inc.
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
50043K406
(CUSIP Number)
12/31/2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
50043K406
1
Names of Reporting Persons
Westbourne River Event Master Fund
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,401,501.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,401,501.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,401,501.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
12.4 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
50043K406
1
Names of Reporting Persons
Tetragon Financial Group Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
GUERNSEY
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,070,568.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,070,568.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,070,568.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
19.8 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
50043K406
1
Names of Reporting Persons
TFG Asset Management L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,070,568.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,070,568.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,070,568.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
19.8 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
50043K406
1
Names of Reporting Persons
TFG Asset Management GP Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,070,568.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,070,568.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,070,568.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
19.8 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
50043K406
1
Names of Reporting Persons
TFG Asset Management US LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,401,501.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,401,501.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,401,501.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
12.4 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
50043K406
1
Names of Reporting Persons
TFG Asset Management UK LLP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED KINGDOM
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,070,568.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,070,568.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,070,568.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
19.8 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
50043K406
1
Names of Reporting Persons
Tetragon Financial Management L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,070,568.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,070,568.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,070,568.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
19.8 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
50043K406
1
Names of Reporting Persons
Patrick G.G. Dear
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED KINGDOM
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,070,568.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,070,568.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,070,568.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
19.8 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
50043K406
1
Names of Reporting Persons
Reade E. Griffith
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED KINGDOM
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,070,568.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,070,568.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,070,568.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
19.8 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Kolibri Global Energy Inc.
(b)
Address of issuer's principal executive offices:
925 Broadbeck Drive, Suite 220, Thousand Oaks, CA 91320
Item 2.
(a)
Name of person filing:
This statement is filed by:
i. Westbourne River Event Master Fund ("WREMF"), a Cayman Islands exempted company, with respect to the common shares, no par value (the "Shares"), of Kolibri Global Energy Inc. (the "Company") directly held by it;
ii. Tetragon Financial Group Limited ("Tetragon"), a Guernsey company, as the parent company of the General Partner (as defined below), with respect to the Shares directly held by WREMF and Blackwell Partners LLC (the "Managed Account"), a Cayman Islands limited liability company;
iii. TFG Asset Management L.P. ("TFG Asset Management"), a Cayman Islands limited partnership, as the parent company of the US Investment Manager and the UK Investment Manager (each as defined below), with respect to the Shares directly held by WREMF and the Managed Account;
iv. TFG Asset Management GP Ltd. ("General Partner"), a Cayman Islands limited company, as the general partner of TFG Asset Management, with respect to the Shares directly held by WREMF and the Managed Account;
v. TFG Asset Management US LP ("US Investment Manager"), a Delaware limited partnership, as the investment manager of WREMF, with respect to the Shares directly held by WREMF;
vi. TFG Asset Management UK LLP ("UK Investment Manager"), a United Kingdom limited liability partnership, as the investment manager of WREMF and the Managed Account, with respect to the Shares directly held by WREMF and the Managed Account;
vii.Tetragon Financial Management L.P. ("Tetragon Manager"), a Delaware limited partnership, as the investment manager of Tetragon, with respect to the Shares directly held by WREMF and the Managed Account;
viii. Patrick G. G. Dear ("Mr. Dear"), as principal to US Investment Manager, UK Investment Manager and Tetragon Manager, with respect to the Shares directly held by WREMF and the Managed Account; and
ix. Reade E. Griffith ("Mr. Griffith"), as principal to US Investment Manager, UK Investment Manager and Tetragon Manager, with respect to the Shares directly held by WREMF and the Managed Account.
(b)
Address or principal business office or, if none, residence:
The address of the principal office of each of WREMF, Tetragon, TFG Asset Management, General Partner, UK Investment Manager, Messrs. Dear and Griffith is c/o TFG Asset Management UK LLP, 4 Sloane Terrace, London SW1X 9DQ, United Kingdom. The address of the principal office of each of Tetragon Manager and US Investment Manager is 399 Park Avenue, 22nd Floor, New York, New York 10022.
(c)
Citizenship:
WREMF is a Cayman Islands exempted company. Tetragon is a Guernsey company. TFG Asset Management is a Cayman Islands limited partnership. The General Partner is a Cayman Islands limited company. Each of US Investment Manager and Tetragon Manager is a Delaware limited partnership. UK Investment Manager is a United Kingdom limited partnership. Messrs. Dear and Griffith are citizens of the United Kingdom.
(d)
Title of class of securities:
Common Shares, no par value
(e)
CUSIP No.:
50043K406
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:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 35,625,587 Shares outstanding as of November 13, 2023, as reported in Exhibit 99.2 attached to the Company's Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on November 14, 2023.
(b)
Percent of class:
19.8%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
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.
See Item 2(a). The Managed Account has the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of more than 5% of the Shares.
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
Item 10.
Certifications:
Not Applicable
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.
How many Kolibri Global Energy (KGEI) shares does the Tetragon group report owning?
The Tetragon-related reporting persons collectively report beneficial ownership of 7,070,568 shares, representing 19.8% of the class.
What percentage of KGEI does Westbourne River Event Master Fund (WREMF) hold?
WREMF reports beneficial ownership of 4,401,501 shares, representing 12.4% of the class.
What is the share count used to calculate the ownership percentages in the filing?
The percentages are calculated using an aggregate of 35,625,587 shares outstanding as of November 13, 2023, per the filing.
Do the reporting persons claim sole voting or dispositive power over the KGEI shares?
No. The cover pages show 0 sole voting power and 0 sole dispositive power; reported holdings reflect shared voting and dispositive power.
Does the Schedule 13G state any intent to change control or influence Kolibri Global Energy's management?
No. The filing provides ownership details and identifies reporting persons but does not state any intent regarding control, management changes, or planned transactions.
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