SCHEDULE 13G
Amendment No. 4
GRAN TIERRA ENERGY INC
Common Stock
Cusip #38500T101
Cusip #38500T101
Item 1: Reporting Person - FMR LLC
Item 4: Delaware
Item 5: 12,888,820
Item 6: 0
Item 7: 13,339,310
Item 8: 0
Item 9: 13,339,310
Item 11: 4.901%
Item 12: HC
Cusip #38500T101
Item 1: Reporting Person - Edward C. Johnson 3d
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 13,339,310
Item 8: 0
Item 9: 13,339,310
Item 11: 4.901%
Item 12: IN
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Item 1(a). Name of Issuer:
GRAN TIERRA ENERGY INC
Item 1(b). Name of Issuer's Principal Executive Offices:
300, 625-10th Ave S.W.
Calgary, Alberta A0 T2R 0E1
Canada
Item 2(a). Name of Person Filing:
FMR LLC
Item 2(b). Address or Principal Business Office or, if None,
Residence:
245 Summer Street, Boston,
Massachusetts 02210
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
38500T101
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
and the person filing, FMR LLC, is a parent holding company
in accordance with Section 240.13d-1(b)(ii)(G). (Note: See
Item 7).
Item 4. Ownership
(a) Amount Beneficially Owned: 13,339,310
(b) Percent of Class: 4.901%
(c) Number of shares as to which such
person has:
(i) sole power to vote or to direct
the vote: 12,888,820
(ii) shared power to vote or to
direct the vote: 0
(iii) sole power to dispose or to
direct the disposition of: 13,339,310
(iv) shared power to dispose or to
direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof, the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following (X).
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company.
See attached Exhibit A.
Item 8. Identification and Classification of Members of
the Group.
Not applicable. See attached Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Inasmuch as the reporting persons are no longer the beneficial
owners of more than five percent of the number of shares
outstanding, the reporting persons have no further reporting
obligation under Section 13(d) of the Securities and Exchange
Commission thereunder, and the reporting persons have no
obligation to amend this Statement if any material change
occurs in the facts set forth herein.
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.
February 13, 2014
Date
/s/ Scott C. Goebel
Signature
Scott C. Goebel
Duly authorized under Power of Attorney
effective as of June 1, 2008 by and on behalf of FMR LLC
and its direct and indirect subsidiaries
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Pyramis Global Advisors, LLC ("PGALLC"), 900
Salem Street, Smithfield, Rhode Island, 02917, an indirect
wholly-owned subsidiary of FMR LLC and an investment
adviser registered under Section 203 of the Investment
Advisers Act of 1940, is the beneficial owner of 11,988,750
shares or 4.404% of the outstanding Common Stock of GRAN
TIERRA ENERGY INC as a result of its serving as
investment adviser to institutional accounts, non-U.S. mutual
funds, or investment companies registered under Section 8 of
the Investment Company Act of 1940 owning such shares.
The number of shares of Common Stock of GRAN TIERRA
ENERGY INC owned by the institutional account(s) at
December 31, 2013 included 11,260,660 shares of Common
Stock resulting from the assumed conversion of 11,260,660
shares of GRAN TIERRA ENERGY INC (1 shares of
Common Stock for each share of Convertible Preferred
Stock).
Edward C. Johnson 3d and FMR LLC, through its
control of PGALLC, each has sole dispositive power over
11,988,750 shares and sole power to vote or to direct the
voting of 11,876,210 shares of Common Stock owned by the
institutional accounts or funds advised by PGALLC as
reported above.
Pyramis Global Advisors Trust Company ("PGATC"),
900 Salem Street, Smithfield, Rhode Island, 02917, an indirect
wholly-owned subsidiary of FMR LLC and a bank as defined
in Section 3(a)(6) of the Securities Exchange Act of 1934, is
the beneficial owner of 1,350,560 shares or 0.496% of the
outstanding Common Stock of the GRAN TIERRA ENERGY
INC as a result of its serving as investment manager of
institutional accounts owning such shares. The number of
shares of Common Stock of GRAN TIERRA ENERGY INC
owned by the institutional account(s) at December 31, 2013
included 1,350,560 shares of Common Stock resulting from
the assumed conversion of 1,350,560 shares of GRAN
TIERRA ENERGY INC (1 shares of Common Stock for each
share of Convertible Preferred Stock).
Edward C. Johnson 3d and FMR LLC, through its
control of Pyramis Global Advisors Trust Company, each has
sole dispositive power over 1,350,560 shares and sole power
to vote or to direct the voting of 1,012,610 shares of Common
Stock owned by the institutional accounts managed by
PGATC as reported above.
Members of the family of Edward C. Johnson 3d,
Chairman of FMR LLC, are the predominant owners, directly
or through trusts, of Series B voting common shares of FMR
LLC, representing 49% of the voting power of FMR LLC.
The Johnson family group and all other Series B shareholders
have entered into a shareholders' voting agreement under
which all Series B voting common shares will be voted in
accordance with the majority vote of Series B voting common
shares. Accordingly, through their ownership of voting
common shares and the execution of the shareholders' voting
agreement, members of the Johnson family may be deemed,
under the Investment Company Act of 1940, to form a
controlling group with respect to FMR LLC.
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(f)(1) AGREEMENT
The undersigned persons, on February 13, 2014, agree
and consent to the joint filing on their behalf of this Schedule
13G in connection with their beneficial ownership of the
Common Stock of GRAN TIERRA ENERGY INC at
December 31, 2013.
FMR LLC
By /s/ Scott C. Goebel
Scott C. Goebel
Duly authorized under Power of Attorney effective as
of June 1, 2008, by and on behalf of FMR LLC and its direct
and indirect subsidiaries
Edward C. Johnson 3d
By /s/ Scott C. Goebel
Scott C. Goebel
Duly authorized under Power of Attorney effective as
of June 1, 2008, by and on behalf of Edward C. Johnson 3d