-----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, DXYC158lqDhlBP46F4uXUosytfj1i7s+j4LMSSxX2eo2imhHpS4p3ngqOm31rq77 YlxOXqHYLMvepIcgMzKDkA== 0001337851-09-000055.txt : 20090706 0001337851-09-000055.hdr.sgml : 20090703 20090702191611 ACCESSION NUMBER: 0001337851-09-000055 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090706 DATE AS OF CHANGE: 20090702 GROUP MEMBERS: PRAETORIAN CAPITAL MANAGEMENT LLC 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 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82290 FILM NUMBER: 09928689 BUSINESS ADDRESS: STREET 1: 101 EAST LAKESIDE AVENUE CITY: COEUR D'ALENE STATE: ID ZIP: 83814 BUSINESS PHONE: (208) 664-4859 MAIL ADDRESS: STREET 1: 101 EAST LAKESIDE AVENUE 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 13G BUSINESS ADDRESS: STREET 1: 1000 SOUTH POINTE DRIVE STREET 2: SUITE 1508 CITY: MIAMI BEACH STATE: FL ZIP: 33139 BUSINESS PHONE: 504-231-3714 MAIL ADDRESS: STREET 1: 1000 SOUTH POINTE DRIVE STREET 2: SUITE 1508 CITY: MIAMI BEACH STATE: FL ZIP: 33139 SC 13G 1 tlr13g20090702.txt TLR FORM 13G FILING OF 2009 07 02 UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 13G* 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) July 2, 2009 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) (Page 1 of 6 Pages) - ---------------- *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 purposes 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). Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1745 (12-02) CUSIP No. 887133106 13G Page 2 of 6 Pages - ---------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS Praetorian Capital Management LLC (See Item 2(A)) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 13-4223355 - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [X] (b) [ ] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 3,784,008 OWNED BY ______________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 3,784,008 - ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,784,008 - ----------------------------------------------------------------------------- (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) 10.8% - ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** IA - ----------------------------------------------------------------------------- CUSIP No. 887133106 13G Page 3 of 6 Pages - ---------------------------------------------------------------------------- (2) NAMES OF REPORTING PERSONS Praetorian Offshore Ltd. (See Item 2(A)) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 98-0465606 - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [X] (b) [ ] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 3,784,008 OWNED BY ______________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 3,784,008 - ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,784,008 - ----------------------------------------------------------------------------- (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) 10.8% - ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** OO - ----------------------------------------------------------------------------- CUSIP No. 887133106 13G Page 4 of 6 Pages Item 1(a). Name of Issuer: The name of the issuer is Timberline Resources Corporation (the "Issuer"). Item 1(b). Address of Issuer's Principal Executive Offices: The Issuer's principal executive offices are located at: 101 East Lakeside Avenue, Coeur d'Alene, ID 83814. Item 2(a). Name of Person Filing: This statement is filed on behalf of Praetorian Capital Management LLC (the "Management Company") a Delaware limited liability company, and Praetorian Offshore Ltd. ("PO Ltd."), a Cayman Islands exempted company (the "Fund") (collectively, the Management Company and the Fund are the "Reporting Person"). The Management Company serves as investment manager or advisor to the Fund with respect to the shares of Common Stock directly owned by the Fund. The Management Company makes the investment and voting decisions on behalf of the Fund but owns no direct investments in the securities of the Issuer. The Fund directly owns the shares of the Common Stock of the Issuer but does not make any decisions as to voting or buying or selling shares of the Issuer. Item 2(b). Address of Principal Business Office or, if None, Residence: The address of the principal business office of the Management Company is: 1000 South Pointe Drive, Suite 1508, Miami Beach, FL 33139 Item 2(c). Citizenship: Management Company: Delaware Praetorian Offshore Ltd.: Cayman Islands Item 2(d). Title of Class of Securities: Common Stock, $0.001 par value (the "Common Stock") Item 2(e). CUSIP Number: 887133106 Item 3. If this statement is filed pursuant to Section 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, (b) [ ] Bank as defined in Section 3(a)(6) of the Act, (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act, (d) [ ] Investment Company registered under Section 8 of the Investment Company Act of 1940, (e) [ ] Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E), (f) [ ] Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1 (b)(1)(ii)(F), (g) [ ] Parent Holding Company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G), (h) [ ] Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act, (i) [ ] Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940, (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Not applicable. CUSIP No. 887133106 13G Page 5 of 6 Pages Item 4. Ownership. (a) Amount beneficially owned: As of the date hereof, the Reporting Person is the beneficial owner of 3,784,008 shares of Common Stock. Praetorian Capital Management LLC acts as the management company to Praetorian Offshore Ltd., which beneficially owns 3,784,008 shares of Common Stock. As such, Praetorian Capital Management LLC is deemed to beneficially own 3,784,008 shares of Common Stock. As required under the SEC's regulations, the number of shares owned includes 93,614 shares of Common Stock which may be acquired under Warrant Agreements between the Issuer and the Reporting Person. The percentages set forth in this Schedule 13G are calculated based on the 34,920,111 shares of Common Stock outstanding as of May 14, 2009, as set forth in the Company's Form 10-Q/A for the quarter ended March 31, 2009. If the 93,614 warrants to purchase common shares were exercised, the total number of shares outstanding would be 35,013,725, 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 3,690,394, which represents 10.6% of the 34,920,111 shares of common stock outstanding (where the number of shares outstanding does not include the shares represented by the warrants). Item 4. Ownership. (Continued) (a) Amount beneficially owned: (Continued) Since our last Form 13G filing dated June 1, 2009, through the date of this filing, we made the following transactions: PO Ltd. July 1, 2009 received 76,678 shares PO Ltd. July 1, 2009 received 21,174 warrants On July 1, 2009, an additional 76,678 shares and 21,174 warrants were contributed to the Fund via an in-kind investment. An investor that had taken an in-kind distribution as of December 31, 2008 (from a now-closed fund previously managed by the Management Company) decided to invest in the Fund via the in-kind shares and warrants that were previously distributed to that investor. (b) Percent of class: 10.6% beneficially owned by the Management Company. (c) Number of shares as to which the person has:. (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 3,784,008 (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 3,784,008 CUSIP No. 887133106 13G Page 6 of 6 Pages Item 5-9 Not applicable. Filing of this statement by the Reporting Persons shall not be deemed an admission that they beneficially own the securities reported herein as held in customer accounts. The Reporting Persons expressly disclaim beneficial ownership of all securities held in such customer accounts. Praetorian Offshore Ltd.'s ownership on behalf of its investors exceeds 5% of the outstanding Common Stock of the Issuer. Item 10. Certification. The following certification shall be included if the statement is filed pursuant to Section 240.13d-1(b): 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. [X] 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. DATED: July 2, 2009 /s/ Wesley N. Cooper Praetorian Offshore Ltd. By: Praetorian Capital Management LLC Its: Investment Manager By: Wesley N. Cooper Its: Chief Financial Officer The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. 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 for whom copies are to be sent. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) -----END PRIVACY-ENHANCED MESSAGE-----