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