TAT TransAtlantic Petroleum Ltd New

CUSIP No. G89982113

CUSIP No. G89982113

Item 1. Security and Issuer

Common Shares (the “Common Shares” or the “Shares”) of TransAtlantic Petroleum Ltd. (the “Issuer”) located at 16803 Dallas Parkway, Addison, Texas 75001.

Item 2. Identity and Background

This statement is filed jointly on behalf of KMF Investments Partners, LP (“KMF Investments”) and Jonathon Fite (collectively, the “Reporting Persons”) with respect to the Shares of the Issuer beneficially owned by them pursuant to Rule 13d-3.

(a-c) KMF Investments Partners, LP, is a Delaware limited partnership located at 3110 Montecito Drive, Denton, Texas 76205. KMF Investments is a private investment fund.

(d) No criminal convictions.

(e) KMF Investments was not a party to a civil proceeding of a judicial or administrative body or competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(a) Jonathon Fite

(b) 3110 Montecito Drive, Denton, Texas 76205

(c) Managing member of the general partner of KMF Investments.

(d) No criminal convictions.

(e) Jonathon Fite was not a party to a civil proceeding of a judicial or administrative body or competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) United States of America

Item 3. Source and Amount of Funds or Other Consideration

Personal funds, not loans, were used.

Item 4. Purpose of Transaction

Contribution Agreement

On August 7, 2020, immediately prior to but contingent upon the execution of the Merger Agreement (defined below), the holders of the Series A Preferred Stock (the “Series A Holders) of TransAtlantic Petroleum Ltd., (the “Issuer”) and TAT Holdco LLC, a Texas limited liability company (“Parent”) entered into a Contribution Agreement, whereby the Series A Holders (including each Reporting Person) each agreed to contribute, directly or indirectly, all of their Preferred Stock to Parent in exchange for Series A Membership Interests of the Parent, in each case, effective upon and contingent upon the consummation of the Merger (defined below) (the “Contribution”).

The foregoing description of the Contribution Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by the actual Contribution Agreement, a copy of which is filed as Exhibit 99.1 to this Schedule 13D and incorporated herein by reference in its entirety into this Item 4.

Agreement and Plan of Merger

On August 7, 2020, the Issuer, Parent and TAT Merger Sub LLC, a Texas limited liability company and wholly owned subsidiary of Parent (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, Issuer will merge with and into the Merger Sub (the “Merger”), with Merger Sub continuing as the surviving entity and wholly-owned subsidiary of Parent.

Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger, each share of common stock of Issuer, par value US$0.10 (“Common Stock”) issued and outstanding immediately prior to the effective time of the Merger shall be converted automatically into the right to receive US$0.13 in cash and without interest.

The completion of the Merger is subject to certain customary closing conditions, including: (i) receipt of approval of the Merger Agreement by written consent of 75% of the holders of Common Stock and 75% of the holders of stock of Issuer designated as the “12.0% Series A Convertible Redeemable Preferred Shares”, par value $0.01 (“Preferred Stock”); (ii) the absence of any governmental order prohibiting the consummation of the Merger or other transactions contemplated by the Merger Agreement, including the Merger; and (iii) receipt of all consents, approvals and other authorizations of any governmental entity or any third person required to consummate the Merger and other transactions contemplated by the Merger Agreement.

Parent, Merger Sub and the Issuer have made customary representations, warranties and covenants in the Merger Agreement. Subject to certain exceptions, Parent, Merger Sub and Issuer have agreed, among other things, to covenants relating to the conducts of their business during the interim period between the execution of the Merger Agreement and the consummation of the Merger including, but not limited to, (i) limitations regarding assumption of indebtedness, modifications to material contracts and issuance of dividends, (ii) entertaining or entering into acquisitions with third parties, and (iii) filing Rule 13E-3 transaction statements.

The Merger Agreement further contains termination rights that may be exercised by the Parent and Merger Sub, or the Issuer, as applicable, including in the event that (i) Parent, Merger Sub and Issuer agree by mutual written consent to terminate the Merger Agreement, (ii) the Merger is not consummated within 180 days of execution of the Merger Agreement, (iii) any law promulgated by a governmental authority prohibits the consummation of the Merger, (iv) an order from a governmental authority restrains, enjoins or otherwise prohibits consummation of the Merger, and such order has become final and non-appealable.

The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by the actual Merger Agreement, a copy of which is filed as Exhibit 2.1 of the issuer’s Form 8-K, filed with the Commission on August 10, 2020.

Transaction Agreement

On August 7, 2020, immediately prior to but contingent upon the execution of the Merger Agreement, the Series A Holders and Parent, entered into the Agreement (the “Transaction Agreement”), pursuant to which, among other things, subject to the terms and conditions therein, the Series A Holders agreed to vote, consent or execute a written consent, covering all of the Preferred Shares and all Common Stock, whether currently owned or subsequently acquired by them (the “Covered Shares”), approving the Merger, the Merger Agreement and any other matters necessary for consummation of the Merger and the other transactions contemplated by the Merger Agreement, and waiving any appraisal or rights to dissent in connection with the Merger.

The Transaction Agreement also generally prohibits the Series A Holders from transferring the Covered Shares. The Transaction Agreement terminates upon the written agreement of the parties to the Transaction Agreement or on March 31, 2021.

The foregoing description of the Transaction Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by the actual Transaction Agreement, a copy of which is filed as Exhibit 99.2 to this Schedule 13D and incorporated herein by reference in its entirety into this Item 4.

Item 5. Interest in Securities of the Issuer

Jonathon Fite

Jonathon Fite

The Common Shares owned includes 423,381 shares of common stock issued as a dividend on the 100,000 shares of 12% Series A Convertible Redeemable Preferred Shares of the Issuer held by the KMF Investments Partners on July 30, 2020.

The shares represent 3,103,146 Common Shares of the Issuer beneficially owned by the Reporting Person set forth above, plus 108,197 Common Shares owned by Jonathon Fite, plus 3,065,518 Common Shares of the issuer that may be acquired within 60 days by way of conversion of the Series A Preferred Shares.

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

The information set forth in Item 4 above, which information is incorporated into this Item 6 by reference.

Item 7. Material to be Filed as Exhibits

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: August 17, 2020