0001144204-18-015379.txt : 20180316 0001144204-18-015379.hdr.sgml : 20180316 20180316213032 ACCESSION NUMBER: 0001144204-18-015379 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180314 FILED AS OF DATE: 20180316 DATE AS OF CHANGE: 20180316 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Waterton Global Resource Management, Inc. CENTRAL INDEX KEY: 0001733600 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37563 FILM NUMBER: 18697296 BUSINESS ADDRESS: STREET 1: C/O COMMERCE COURT WEST STREET 2: 199 BAY STREET, SUITE 5050 CITY: TORONTO STATE: A6 ZIP: M5L 1E2 BUSINESS PHONE: 416-504-3505 MAIL ADDRESS: STREET 1: C/O COMMERCE COURT WEST STREET 2: 199 BAY STREET, SUITE 5050 CITY: TORONTO STATE: A6 ZIP: M5L 1E2 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Waterton Global Resource Management, LP CENTRAL INDEX KEY: 0001733663 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37563 FILM NUMBER: 18697293 BUSINESS ADDRESS: STREET 1: C/O UGLAND HOUSE CITY: GEORGE TOWN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 1-345-949-8066 MAIL ADDRESS: STREET 1: C/O UGLAND HOUSE CITY: GEORGE TOWN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Waterton Mining Parallel Fund Offshore GP Corp. CENTRAL INDEX KEY: 0001733710 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37563 FILM NUMBER: 18697295 BUSINESS ADDRESS: STREET 1: C/O UGLAND HOUSE CITY: GEORGE TOWN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 13459498066 MAIL ADDRESS: STREET 1: C/O UGLAND HOUSE CITY: GEORGE TOWN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Waterton Global Resource Management Cayman Corp. CENTRAL INDEX KEY: 0001733638 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37563 FILM NUMBER: 18697292 BUSINESS ADDRESS: STREET 1: C/O UGLAND HOUSE CITY: GEORGE TOWN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 1-345-949-8066 MAIL ADDRESS: STREET 1: C/O UGLAND HOUSE CITY: GEORGE TOWN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Waterton Precious Metals Fund II Cayman, LP CENTRAL INDEX KEY: 0001583785 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37563 FILM NUMBER: 18697294 BUSINESS ADDRESS: STREET 1: P.O. BOX 309, UGLAND HOUSE STREET 2: SOUTH CHURCH STREET CITY: GEORGE TOWN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 1 416 504 3505 MAIL ADDRESS: STREET 1: COMMERCE COURT WEST, 199 BAY ST. STREET 2: SUITE 5050 CITY: TORONTO STATE: A6 ZIP: M5L 1E2 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WATERTON MINING PARALLEL FUND OFFSHORE MASTER, LP CENTRAL INDEX KEY: 0001666617 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37563 FILM NUMBER: 18697297 BUSINESS ADDRESS: STREET 1: P.O. BOX 309 STREET 2: UGLAND HOUSE, SOUTH CHURCH STREET CITY: GEORGE TOWN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 1 (416) 504-3505 MAIL ADDRESS: STREET 1: COMMERCE COURT WEST, 199 BAY STREET STREET 2: SUITE 5050 CITY: TORONTO STATE: A6 ZIP: M5L 1E2 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Waterton Nevada Splitter, LLC CENTRAL INDEX KEY: 0001733585 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37563 FILM NUMBER: 18697291 BUSINESS ADDRESS: STREET 1: 9650 GATEWAY DRIVE, SUITE 202 CITY: RENO STATE: NV ZIP: 89521 BUSINESS PHONE: 1-775-623-5760 MAIL ADDRESS: STREET 1: 9650 GATEWAY DRIVE, SUITE 202 CITY: RENO STATE: NV ZIP: 89521 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KLONDEX MINES LTD CENTRAL INDEX KEY: 0001311605 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1055 WEST HASTINGS ST, SUITE 200 CITY: VANCOUVER STATE: A1 ZIP: V6C 2E9 BUSINESS PHONE: 775-284-5757 MAIL ADDRESS: STREET 1: 1055 WEST HASTINGS ST, SUITE 200 CITY: VANCOUVER STATE: A1 ZIP: V6C 2E9 4 1 tv488797_4.xml OWNERSHIP DOCUMENT X0306 4 2018-03-14 0 0001311605 KLONDEX MINES LTD KLDX 0001666617 WATERTON MINING PARALLEL FUND OFFSHORE MASTER, LP UGLAND HOUSE GRAND CAYMAN E9 KY1 1104 CAYMAN ISLANDS 0 0 0 1 Member of 10% Group 0001733600 Waterton Global Resource Management, Inc. COMMERCE COURT WEST 199 BAY STREET, SUITE 5050 TORONTO A6 M5L 1E2 ONTARIO, CANADA 0 0 0 1 Member of 10% Group 0001733710 Waterton Mining Parallel Fund Offshore GP Corp. UGLAND HOUSE GRAND CAYMAN E9 KY1 1104 CAYMAN ISLANDS 0 0 0 1 Member of 10% Group 0001733585 Waterton Nevada Splitter, LLC 9650 GATEWAY DRIVE, SUITE 202 RENO NV 89521 0 0 0 1 Member of 10% Group 0001583785 Waterton Precious Metals Fund II Cayman, LP UGLAND HOUSE GRAND CAYMAN E9 KY1 1104 CAYMAN ISLANDS 0 0 0 1 Member of 10% Group 0001733663 Waterton Global Resource Management, LP UGLAND HOUSE GRAND CAYMAN E9 KY1 1104 CAYMAN ISLANDS 0 0 0 1 Member of 10% Group 0001733638 Waterton Global Resource Management Cayman Corp. UGLAND HOUSE GRAND CAYMAN E9 KY1 1104 CAYMAN ISLANDS 0 0 0 1 Member of 10% Group Common Shares, no par value ("Common Shares") 2018-03-14 4 P 0 20350 1.50 A 7181888 D Common Shares 2018-03-14 4 P 0 20350 1.50 A 9792583 I See footnotes Common Shares 2018-03-14 4 P 0 71936 1.49 A 7253824 D Common Shares 2018-03-14 4 P 0 71937 1.49 A 9864520 I See footnotes On March 14, 2018, each of Waterton Mining Parallel Fund Offshore Master, LP, a Cayman Islands limited partnership ("Waterton Mining LP"), and Waterton Precious Metals Fund II Cayman, LP, a Cayman Islands limited partnership ("Waterton Fund II"), purchased 20,350 Common Shares at an average price of Cdn$1.94. Converted into USD using an exchange rate of Cdn$1.2944=US$1.00 as of March 14, 2018, the average price at which the Common Shares were purchased was US$1.50 per share. On March 14, 2018, Waterton Mining LP purchased 71,936 Common Shares at an average price of US$1.49 and Waterton Fund II purchased 71,937 Common Shares at an average price of US$1.49. In addition to Waterton Mining LP, this Form 4 is being jointly filed by Waterton Global Resource Management, Inc., an Ontario corporation ("WGRM Inc."), Waterton Mining Parallel Fund Offshore GP Corp., a Cayman Islands corporation ("Waterton Mining GP"), Waterton Nevada Splitter, LLC, a Nevada limited liability company ("Waterton Nevada"), Waterton Fund II, Waterton Global Resource Management, LP, a Cayman Islands limited partnership ("WGRM LP"), Waterton Global Resource Management Cayman Corp., a Cayman Islands corporation ("WGRM Corp."), Richard J. Wells ("Wells"), a Canadian citizen, Cheryl Brandon ("Brandon"), a Canadian citizen, Kanwaljit Toor ("Toor"), a Canadian citizen, Kalman Schoor ("Schoor"), a United States citizen, and Isser Elishis ("Elishis"), a United States citizen. See Remarks below. WGRM Inc. is the sole shareholder of Waterton Mining GP and also provides investment advisory services to Waterton Mining LP. Waterton Mining GP is the general partner of Waterton Mining LP. WGRM Inc. is the sole shareholder of WGRM Corp. and also provides investment advisory services to Waterton Fund II. WGRM Corp. is the general partner of WGRM LP. WGRM LP is the general partner of Waterton Fund II. Waterton Fund II is the holder of a majority of the outstanding membership interests of Waterton Nevada. Elishis is the sole manager of Waterton Nevada. Wells, Brandon, Toor, Schoor and Elishis are the shareholders of WGRM Inc. After giving effect to the transactions reported on this Form 4, Waterton Mining LP directly beneficially owns 7,253,824 Common Shares. Continued from footnote 5: The remaining 9,864,520 Common Shares reported on this Form 4 as being indirectly owned by Waterton Mining LP are owned as follows: Waterton Nevada directly beneficially owns 2,600,000 Common Shares (excluding the 5,000,000 Common Shares issuable upon the exercise of warrants to purchase Common Shares reported on Form 3). Waterton Fund II directly beneficially owns 7,264,520 Common Shares and indirectly owns the 2,600,000 Common Shares beneficially owned directly by Waterton Nevada (excluding the warrants referred to above). Waterton Mining GP indirectly beneficially owns 7,253,824 Common Shares. Each of WGRM LP and WGRM Corp. indirectly beneficially owns 9,864,520 Common Shares (excluding the warrants referred to above). Each of WGRM Inc., Wells, Brandon, Toor, Schoor and Elishis indirectly beneficially owns 17,118,344 Common Shares (excluding the warrants referred to above). Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any securities covered by this statement. Each of Wells, Brandon, Toor, Schoor and Elishis disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities. Each of Richard J. Wells, Cheryl Brandon, Kanwaljit Toor, Kalman Schoor and Isser Elishis (collectively, the "Shareholders") is also a reporting person. Since the SEC's filing system will not accept CIK and CCC codes from more than ten joint filers of a report, Waterton Mining Parallel Fund Offshore Master, LP and the Shareholders have filed a separate Form 4 that relates to the same securities reported herein. Thus, in total, there are 12 joint filers: the Shareholders, Waterton Mining Parallel Fund Offshore Master, LP and each of the other persons that is a signatory to this Form 4. WATERTON MINING PARALLEL FUND OFFSHORE MASTER, LP - By: WATERTON MINING PARALLEL FUND OFFSHORE GP CORP., its general partner /s/ Richard J. Wells 2018-03-16 WATERTON GLOBAL RESOURCE MANAGEMENT, INC. /s/ Richard J. Wells 2018-03-16 WATERTON MINING PARALLEL FUND OFFSHORE GP CORP. /s/ Richard J. Wells 2018-03-16 WATERTON NEVADA SPLITTER, LLC /s/ Isser Elishis 2018-03-16 WATERTON PRECIOUS METALS FUND II CAYMAN, LP - By: WATERTON GLOBAL RESOURCE MANAGEMENT, LP, its general partner - By: WATERTON GLOBAL RESOURCE MANAGEMENT CAYMAN CORP., its general partner /s/ Richard J. Wells 2018-03-16 WATERTON GLOBAL RESOURCE MANAGEMENT, LP - By: WATERTON GLOBAL RESOURCE MANAGEMENT CAYMAN CORP., its general partner /s/ Richard J. Wells 2018-03-16 WATERTON GLOBAL RESOURCE MANAGEMENT CAYMAN CORP. /s/ Richard J. Wells 2018-03-16