-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UstIuTe36+U0iQxolvGJgayOtpZ73CRNBqm/QHiodXUovfnL+wE82vT0clqh9CrP pELqFANbddNL/DOsOegSeg== 0001337851-07-000026.txt : 20071018 0001337851-07-000026.hdr.sgml : 20071018 20071018131048 ACCESSION NUMBER: 0001337851-07-000026 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071018 DATE AS OF CHANGE: 20071018 GROUP MEMBERS: PRAETORIAN CAPITAL MANAGEMENT LLC GROUP MEMBERS: PRAETORIAN INSTITUTIONAL OFFSHORE LTD. GROUP MEMBERS: PRAETORIAN OFFSHORE LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Timberline Resources Corp CENTRAL INDEX KEY: 0001288750 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 820291227 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82290 FILM NUMBER: 071178378 BUSINESS ADDRESS: STREET 1: 1100 EAST LAKESHORE DRIVE, SUITE 301 CITY: COEUR D?ALENE STATE: ID ZIP: 83814 BUSINESS PHONE: (208) 664-4859 MAIL ADDRESS: STREET 1: 1100 EAST LAKESHORE DRIVE, SUITE 301 CITY: COEUR D?ALENE STATE: ID ZIP: 83814 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Praetorian Capital Management LLC CENTRAL INDEX KEY: 0001337851 IRS NUMBER: 134223355 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 119 WASHINGTON AVENUE STREET 2: SUITE 600 CITY: MIAMI BEACH STATE: FL ZIP: 33139 BUSINESS PHONE: 305-938-2800 MAIL ADDRESS: STREET 1: 119 WASHINGTON AVENUE STREET 2: SUITE 600 CITY: MIAMI BEACH STATE: FL ZIP: 33139 SC 13D 1 tblc13d20071018.txt TBLC FORM 13D 2007 10 18 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ________)* Timberline Resources Corporation (Name of Issuer) Common stock, $0.001 par value (Title of Class of Securities) 887133106 (CUSIP Number) Praetorian Capital Management LLC 119 Washington Avenue, Suite 600 Miami Beach, FL 33139 305-938-2800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 30, 2007 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. * 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 disclosures provided in a prior cover page. The information required on 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). Page 1 of 7 Pages CUSIP No. 887133106 13D Page 2 of 7 Pages ______________________________________________________________________ 1. Names of Reporting Persons Praetorian Capital Management LLC (See Item 2(A)) I.R.S. Identification Nos. of above persons (entities only). 13-4223355 ______________________________________________________________________ 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ] ______________________________________________________________________ 3. SEC Use Only ______________________________________________________________________ 4. Source of Funds (See Instructions) AF ______________________________________________________________________ 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] ______________________________________________________________________ 6. Citizenship or Place of Organization Delaware ______________________________________________________________________ 7. Sole Voting Power ____________________________________________________ Number of Shares 8. Shared Voting Power 5,539,500 shares Beneficially ____________________________________________________ Owned By Each 9. Sole Dispositive Power Reporting ______________________________________________________ Person With 10. Shared Dispositive Power 5,539,500 shares ______________________________________________________________________ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 5,539,500 shares ______________________________________________________________________ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] ______________________________________________________________________ 13. Percent of Class Represented by Amount in Row (11) 23.8% ______________________________________________________________________ 14. Type of Reporting Person (See Instructions) IA ______________________________________________________________________ CUSIP No. 887133106 13D Page 3 of 7 Pages ______________________________________________________________________ 1. Names of Reporting Persons Praetorian Offshore Ltd. (See Item 2(A)) I.R.S. Identification Nos. of above persons (entities only). 98-0465606 ______________________________________________________________________ 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ] ______________________________________________________________________ 3. SEC Use Only ______________________________________________________________________ 4. Source of Funds (See Instructions) WC ______________________________________________________________________ 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] ______________________________________________________________________ 6. Citizenship or Place of Organization Cayman Islands ______________________________________________________________________ 7. Sole Voting Power ____________________________________________________ Number of Shares 8. Shared Voting Power 5,089,500 shares Beneficially ____________________________________________________ Owned By Each 9. Sole Dispositive Power Reporting ______________________________________________________ Person With 10. Shared Dispositive Power 5,089,500 shares ______________________________________________________________________ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 5,089,500 shares ______________________________________________________________________ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] ______________________________________________________________________ 13. Percent of Class Represented by Amount in Row (11) 21.9% ______________________________________________________________________ 14. Type of Reporting Person (See Instructions) OO ______________________________________________________________________ CUSIP No. 887133106 13D Page 4 of 7 Pages ______________________________________________________________________ 1. Names of Reporting Persons Praetorian Offshore Ltd. (See Item 2(A)) I.R.S. Identification Nos. of above persons (entities only). 98-0465606 ______________________________________________________________________ 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ] ______________________________________________________________________ 3. SEC Use Only ______________________________________________________________________ 4. Source of Funds (See Instructions) WC ______________________________________________________________________ 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] ______________________________________________________________________ 6. Citizenship or Place of Organization Cayman Islands ______________________________________________________________________ 7. Sole Voting Power ____________________________________________________ Number of Shares 8. Shared Voting Power 450,000 shares Beneficially ____________________________________________________ Owned By Each 9. Sole Dispositive Power Reporting ______________________________________________________ Person With 10. Shared Dispositive Power 450,000 shares ______________________________________________________________________ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 450,000 shares ______________________________________________________________________ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] ______________________________________________________________________ 13. Percent of Class Represented by Amount in Row (11) 1.9% ______________________________________________________________________ 14. Type of Reporting Person (See Instructions) OO ______________________________________________________________________ CUSIP No. 887133106 13D Page 5 of 7 Pages ______________________________________________________________________ Item 1. Security and Issuer This Schedule 13D relates to the common stock, par value $0.001 per share (the "Common Stock") of Timberline Resources Corporation (the "Issuer"). The Issuer's principal executive offices are located at 1100 East Lakeshore Drive, Suite 301, Coeur d'Alene, ID 83814. Item 2. Identity and Background (a) This statement is filed on behalf of Praetorian Capital Management LLC (the "Management Company") a Delaware limited liability company, Praetorian Offshore Ltd. (the "Offshore Fund" or "Offshore"), a Cayman Islands exempted company, and Praetorian Institutional Offshore Ltd. (the "Institutional" Fund or "Institutional"), a Cayman Islands exempted company (collectively, the Offshore Fund and the Institutional Fund are the "Funds", and collectively, all of the entities are the "Reporting Person"). The Management Company serves as investment manager or advisor to the Funds with respect to the shares of Common Stock directly owned by the Funds. The Management Company makes the investment and voting decisions on behalf of the Funds but owns no direct investments in the securities of the Issuer. The Funds directly own the shares of the Common Stock of the Issuer but do not make any decisions as to voting or buying or selling shares of the Issuer. (b) The address of the business office of the Management Company is Praetorian Capital Management LLC, 119 Washington Avenue, Suite 600, Miami Beach, FL 33139. The address of the business office of the Funds is c/o Praetorian Capital Management LLC, 119 Washington Avenue, Suite 600, Miami Beach, FL 33139. (c) The principal business of the Management Company is to provide investment advisory services. The Management Company is not registered as an Investment Advisor. The principal business of the Funds is to serve as investment funds under the direction of the Management Company. (d) During the last five years, neither the Management Company nor the Funds have been convicted in a criminal proceeding. (e) During the last five years, neither the Management Company nor the Funds have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction. (f) The Management Company is a Delaware limited liability company. The Funds are Cayman Islands exempted companies. Item 3. Source and Amount of Funds or Other Consideration Our last 13D filing was dated July 26, 2007, and provided documentation of prior purchase and sale activity. Since then, the Reporting Person made one open market purchase of the Issuer's Common Stock and purchased 300,000 units (where each unit is comprised of one share of Common Stock and one-half of a Class A warrant, and each whole warrant is exercisable to acquire one additional share of Common Stock at an exercise price of $3.50 per share until September 29, 2007) (see Item 5 (c)). The source of funding for these transactions was the Funds' CUSIP No. 887133106 13D Page 6 of 7 Pages ______________________________________________________________________ working capital. In total, the Reporting Person holds warrants to purchase 675,000 shares of Common Stock from the Issuer; of that total, 525,000 shares of Common Stock can be purchased at an exercise price of $1.00 per share and 150,000 shares of the Common Stock can be purchased at an exercise price of $3.50 per share. Item 4. Purpose of Transaction The Reporting Person acquired the Common Stock of the Issuer for investment purposes and, via the private placement, to provide additional working capital to the Issuer. The Reporting Person does not expect to sell any of the Issuer's Common Stock in the foreseeable future. The Reporting Person may acquire additional Common Stock via open- market transactions. However, there is no timetable or pre-arranged plan related to the purchase of additional Common Stock. Such decisions will be made based on trading activity and the relative value of the Common Stock, as defined by market conditions. The Reporting Person has no current expectation of attempting to influence management of the Issuer regarding its business plans, business processes, or directors or management personnel. The Reporting Person's purchase of the Common Stock was made based on the perceived investment merits related to the Common Stock. While the Reporting Person expects to be in periodic contact with the Issuer's management personnel, the Reporting Person is in full agreement with the Issuer's business plan. Item 5. Interest in Securities of the Issuer (a) As of the date hereof, the Reporting Person is the beneficial owner of 5,539,500 shares of Common Stock, representing approximately 23.8% of the Issuer's outstanding Common Stock. As required under the SEC's regulations, those values include a total of 675,000 shares of Common Stock which may be acquired under warrant purchase agreements between the Issuer and the Reporting Person. The percentages set forth in this Schedule 13D are calculated based on the 22,565,940 shares of Common Stock outstanding as of August 13, 2007, as set forth in the Company's Form 10-QSB for the quarter ended June 30, 2007. If the 675,000 warrants issued to the Reporting Person via the previously- disclosed private placements were exercised, the total number of shares outstanding would be 23,240,940, and it is that number of shares outstanding that was used in the calculation of ownership percentage. The shares that may be acquired under the warrant agreements have not yet been purchased, and there is no plan to acquire such shares in the immediate future. Without the warrant shares, the number of shares owned is 4,864,500, which represents 21.6% of the 22,565,940 shares of common stock outstanding (where the number of shares outstanding does not include the shares represented by the warrants). CUSIP No. 887133106 13D Page 7 of 7 Pages ______________________________________________________________________ (b) See Item 2(a). (c) The following table sets forth all transactions by the Reporting Person with respect to the Common Stock of the Issuer since the last Form 13D filing, dated July 26, 2007, through October 17, 2007. No. of Shares Price Reporting Buy/ Purchased per Person Trade Date Sell (Sold) share How effected Offshore 08/16/2007 Buy 14,500 $3.754 Open Market Institutional 09/30/2007 Buy 300,000 $2.75 Private Placement (d) Not Applicable (e) Not Applicable Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer None Item 7. Material to Be Filed as Exhibits None 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. October 17, 2007 _________________________________ Date /s/ Harris B. Kupperman _________________________________ Signature Harris B. Kupperman President, Praetorian Capital Management LLC Director, Praetorian Offshore Ltd. _________________________________ Name/Title Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) -----END PRIVACY-ENHANCED MESSAGE-----