UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
CANARGO ENERGY CORP.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
137225108
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(CUSIP Number)
3/3/06
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(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)
[X] Rule 13d-1(c)
[] Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 100843705
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1. NAME OF REPORTING PERSON(S)
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON(S)
THOMAS L. GIPSON
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
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NUMBER OF 5. SOLE VOTING POWER
SHARES 16,653,041
BENEFICIALLY --------------------------------------------------------------
OWNED BY 6. SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 7. SOLE DISPOSITIVE POWER
WITH 16,653,041
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8. SHARED DISPOSITIVE POWER
0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,653,041
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.1%
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12. TYPE OF REPORTING PERSON*
IN
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Item 1. (a) Name of Issuer:
CANARGO ENERGY CORP.
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(b) Address of Issuer's Principal Executive Offices:
PO BOX 291
ST PETER PORT
GUERNSEY, C.I. XOGV13RR
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Item 2. (a) Name of Person Filing:
THOMAS L. GIPSON
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(b) Address of Principal Business Office, or if None, Residence:
C/O INGALLS & SNYDER LLC
61 BROADWAY, NEW YORK, NY 10006
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(c) Citizenship:
USA
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(d) Title of Class of Securities:
COMMON STOCK
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(e) CUSIP Number:
137225108
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Item 3. If this statement is filed pursuant to Rules 240.13d-(1), or
13d-2(b) or (c), check whether the person filing is a:
NOT APPLICABLE
(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) [] Investment Adviser in accordance with Section
240.13d-1(b)(1)(ii)(E)
(f) [ ] Employee Benefit Plan or endowment fund in accordance
to Section 240.13d-1(b)(ii)(F)
(g) [ ] A parent holding company or control person in
accordance with Section 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) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J)
Item 4. Ownership.
(a) Amount beneficially owned: 16,653,041----------,
(b) Percent of class: 7.1 %----------------------,
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
16,653,041--,
(ii) Shared power to vote or to direct the vote
0 ------,
(iii) Sole power to dispose or to direct the disposition of
16,653,041-----,
(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 [ ].
INAPPLICABLE
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
Shares reported under sole voting and sole dispositve authority include common
shares owned by Gipson, shares which he has the right to receive assuming the
conversion of $3,000,000 par value Canargo 3% senior secured notes due 7/1/09
(3,333,333 shares), shares which he has a right to receive assuming the
conversion of $4,000,000 Canargo subordinated convertible note due 9/1/09
(2,919,708 shares), and shares which he has a right to receive assuming the
exercise of 4,000,000 Canargo warrants due 3/3/08 (4,000,000 shares). Shares
reported under sole voting authority include 1,400,000 shares owned by
Gipson's wife and held in trust for Gipson's children as to which he disclaims
beneficial ownership.
All shares reported assume the exercise of all warrants owned by Gipson.
Item 7. Identification and Classification of the Subsidiary which Acquired
the Security Being Reported on By the Parent Holding Company.
INAPPLICABLE
Item 8. Identification and Classification of Members of the Group.
INAPPLICABLE
Item 9. Notice of Dissolution of Group.
INAPPLICABLE
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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.
Date: 3/7/06
BY:
/s/ THOMAS L. GIPSON
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(Signature)*
THOMAS L. GIPSON
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(Name/Title)