-----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, MQT/3vNEocKdS0LwrHqCFyJ+QJBj26ONEUNb/SXaekDfaxjboJ4fUDAAqPCldl3A eic0Cnb1K/xyXBUxGIMmLQ== 0001104659-09-028034.txt : 20090501 0001104659-09-028034.hdr.sgml : 20090501 20090430191457 ACCESSION NUMBER: 0001104659-09-028034 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090501 DATE AS OF CHANGE: 20090430 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: McEwen Robert Ross CENTRAL INDEX KEY: 0001316599 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 145 KING STREET WEST STREET 2: SUITE 2700 CITY: TORONTO STATE: A6 ZIP: M5H 1J8 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RUBICON MINERALS CORP CENTRAL INDEX KEY: 0001057791 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79955 FILM NUMBER: 09786025 BUSINESS ADDRESS: STREET 1: 1540 - 800 WEST PENDER STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 2V6 BUSINESS PHONE: 6046233333 MAIL ADDRESS: STREET 1: 1540 - 800 WEST PENDER STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 2V6 SC 13D/A 1 a09-12296_3sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, DC 20549

 

 

 

 

 

SCHEDULE 13D

[Rule 13d-101]

 

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 3)*

 

RUBICON MINERALS CORPORATION

(Name of Issuer)

 

Common Shares, no par value

(Title of Class of Securities)

 

780911103

(CUSIP Number)

 

Robert Ross McEwen

c/o McEwen Capital Corporation

99 George Street, 3rd Floor

Toronto, Ontario

Canada M5A 2N4

(647) 258-0395

 

With copies to:

 

George A. Hagerty, Esq.

Hogan & Hartson L.L.P.

1200 Seventeenth Street, Suite 1500

Denver, Colorado 80202

(303) 899-7300

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

April 23, 2009

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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).

 



 

CUSIP No.   780911103

 

 

1.

Names of Reporting Persons
Robert Ross McEwen

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x (1)

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
Not applicable (2)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Citizen of Canada

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
45,714,357 shares (3)

 

8.

Shared Voting Power
4,405,329 shares (4)

 

9.

Sole Dispositive Power
45,714,357 shares (3)

 

10.

Shared Dispositive Power
4,405,329 shares (4)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
45,714,357 shares (5)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   x (5)

 

 

13.

Percent of Class Represented by Amount in Row (11)
25.2% (6)

 

 

14.

Type of Reporting Person (See Instructions)
IN

 


(1) Pursuant to (a) Robert Ross McEwen’s (“Mr. McEwen”) ownership interests in Evanachan Limited, a corporation organized under the laws of Ontario, Canada (“Evanachan”), McEwen Trading LP, a limited partnership organized under the laws of Ontario, Canada (“McEwen Trading”) and Lexam Explorations Inc., a corporation organized under the laws of Ontario, Canada (“Lexam”) (such ownership in Evanachan, McEwen Trading and Lexam collectively being the “McEwen Ownership Interests”), (b) the terms of the Agreement for the Purchase and Sale of Mineral Interests and Financing of Rubicon Minerals Corporation (“Rubicon”), dated May 18, 2007 (the “Purchase Agreement”) and (c) Rule 13d-5(b)(1) (“Rule 13d-5(b)(1)”) of the Exchange Act of 1934, as amended (the “Exchange Act”), Mr. McEwen, Evanachan, McEwen Trading and Lexam Explorations (U.S.A.) Inc. (“Lexam U.S.A.”), a Colorado corporation and indirectly wholly-owned subsidiary of Lexam (“Lexam”), may be deemed to be a “group” and such “group” may be deemed to have acquired beneficial ownership for purposes of

 

2



 

Section 13(d) of the Exchange Act, of all of the common shares (the “Common Shares”) of Rubicon deemed beneficially owned by such “group.”  For purposes of this Amendment No. 3 to Schedule 13D, Mr. McEwen does not affirm the existence of a group that includes Lexam U.S.A.

 

(2) Mr. McEwen does not hold directly any Common Shares, but may be deemed to be the beneficial owner of certain Common Shares beneficially owned by Evanachan, McEwen Trading and Lexam U.S.A., as more fully explained in footnote (3).

 

(3) As a result of (a) the McEwen Ownership Interests, (b) the Purchase Agreement and (c) Rule 13d-5(b)(1) (as more fully described in footnote (1)), the following Common Shares that Mr. McEwen may be deemed to beneficially own include: (i) 38,750,000 Common Shares held by Evanachan, a company wholly-owned by Mr. McEwen, and (ii) 6,964,357 Common Shares held by McEwen Trading, a limited partnership 97% owned by Mr. McEwen.

 

(4) As a result of (a) the McEwen Ownership Interests, (b) the Purchase Agreement and (c) Rule 13d-5(b)(1)  (as more fully described in footnote (1)), includes the following Common Shares that Mr. McEwen may be deemed to beneficially own:  4,405,329 Common Shares held by Lexam U.S.A., a company that is indirectly owned by Lexam, a company in which, as of April 23, 2009, Mr. McEwen owns 49.4% of the outstanding common shares.

 

(5) As described in footnote (1) above and the Explanatory Note below, Mr. McEwen may be deemed to be part of a group with Evanachan, McEwen Trading and Lexam U.S.A., and such group may be deemed to beneficially own, in the aggregate, 50,119,686 Common Shares.  Mr. McEwen expressly disclaims beneficial ownership with respect to the Common Shares beneficially owned by Lexam U.S.A., except to the extent of his direct or indirect pecuniary interest therein.

 

(6) Such approximate percentage was based on information filed by Rubicon with the Securities and Exchange Commission (the “SEC”). As described in footnote (1) above and the Explanatory Note below, Mr. McEwen may be deemed to be part of a group with Evanachan, McEwen Trading and Lexam U.S.A., and such group may be deemed to beneficially own, in the aggregate, 50,119,686 Common Shares. Mr. McEwen expressly disclaims beneficial ownership with respect to the Common Shares deemed to be beneficially owned by Lexam U.S.A., except to the extent of his direct or indirect pecuniary interest therein.

 

3



 

CUSIP No.   780911103

 

EXPLANATORY NOTE

 

This Amendment No. 3 to Schedule 13D (“Amendment No. 3 to Schedule 13D”) relating to the common shares, no par value per share (the “Common Shares”), of Rubicon Minerals Corporation (“Rubicon”) is being filed individually by Robert Ross McEwen (“Mr. McEwen”) pursuant to Rule 13d-1(k)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to reflect the disposition by Evanachan Limited, a corporation organized under the laws of Ontario, Canada (“Evanachan”) and McEwen Trading LP, a limited partnership organized under the laws of Ontario, Canada (“McEwen Trading”) of their warrants to purchase Common Shares, as more fully described in Item 5.

 

As a result of (a) Mr. McEwen’s 100% interest in Evanachan, 97% ownership interest in McEwen Trading and ownership in Lexam Explorations Inc., a corporation organized under the laws of Ontario, Canada (“Lexam”) (as more fully described in this Explanatory Note below) (such ownership in Evanachan, McEwen Trading and Lexam collectively being the “McEwen Ownership Interests”), (b) the terms of the Purchase Agreement (as more fully described in footnote (1) above) and (c) Rule 13d-5(b)(1) of the Exchange Act (“Rule 13d-5(b)(1)”), Mr. McEwen, Evanachan, McEwen Trading and Lexam Explorations (U.S.A.) Inc., a Colorado corporation (“Lexam U.S.A.”), may be deemed to be a “group” and such “group” may be deemed to have acquired beneficial ownership for purposes of Section 13(d) of the Exchange Act, of all of the Common Shares beneficially owned by such “group.”  Lexam U.S.A. is indirectly wholly-owned by Lexam, a Canadian public company that is traded on the TSX Venture Exchange and in which, as of April 23, 2009, Mr. McEwen owns 49.4% of the outstanding common shares.  For purposes of this Amendment No. 3 to Schedule 13D, Mr. McEwen does not affirm the existence of a group that includes Lexam U.S.A.

 

As a result of (a) the McEwen Ownership Interests, (b) the Purchase Agreement and (c) Rule 13d-5(b)(1), Mr. McEwen may be deemed to beneficially own the Common Shares, in the aggregate, beneficially owned by Evanachan, McEwen Trading and Lexam U.S.A.  Mr. McEwen expressly disclaims beneficial ownership with respect to the Common Shares beneficially owned by Lexam U.S.A., except to the extent of his direct or indirect pecuniary interest therein.

 

4



 

CUSIP No.   780911103

 

Item 4.

Purpose of Transaction

 

 

Item 4 is hereby amended as follows:

 

(a)       Evanachan disposed of warrants to purchase 3,660,714 Common Shares as described in Item 5 to this Amendment No. 3 to Schedule 13D.  The warrants were set to expire on May 18, 2009.  Due to Evanachan’s significant ownership interest in Rubicon, it determined not to invest additional capital in Rubicon at this time.

 

(b)       McEwen Trading disposed of warrants to purchase 3,571,428 Common Shares as described in Item 5 to this Amendment No. 3 to Schedule 13D. The warrants were set to expire on May 18, 2009.  Due to McEwen Trading’s significant ownership interest in Rubicon, it determined not to invest additional capital in Rubicon at this time.

 

The disposition of warrants to purchase Common Shares by Evanachan and McEwen Trading does not reflect the views of Lexam U.S.A., Evanachan, McEwen Trading or Mr. McEwen regarding Rubicon’s current or future business prospects.  Mr. McEwen beneficially owns 45,714,357 Common Shares (excluding the Common Shares beneficially owned by Lexam U.S.A., the beneficial ownership of which Mr. McEwen disclaims pursuant to Rule 13d-4 of the Exchange Act, except to the extent of his direct or indirect pecuniary interest therein) and has no current intention to dispose of any of his Common Shares.

 

 

Item 5.

Interest in Securities of the Issuer

 

 

Item 5 is hereby amended as follows:

 

(a)        As a result of the Purchase Agreement and Rules 13d-3(d)(1)(i) and 13d-5(b)(1) of the Exchange Act, each of Mr. McEwen, Evanachan, McEwen Trading and Lexam U.S.A. may be deemed to have acquired beneficial ownership of 61,696,428 Common Shares (as adjusted for rounding) acquired by Evanachan, McEwen Trading and Lexam U.S.A. on May 18, 2007.  After Lexam U.S.A.’s disposition of 1,944,200 Common Shares reported in Amendment No. 1 to Schedule 13D, filed with the SEC on February 21, 2008 (“Amendment No. 1 to Schedule 13D”), Lexam U.S.A.’s disposition of 2,073,900 Common Shares as reported in Amendment No. 2 to Schedule 13D, filed with the SEC on November 3, 2008 (“Amendment No. 2 to Schedule 13D”), Evanachan’s disposition of warrants to purchase 3,660,714 Common Shares as reported in this Amendment No. 3 to Schedule 13D, McEwen Trading’s disposition of warrants to purchase 3,571,421 Common Shares as reported in this Amendment No. 3 to Schedule 13D, McEwen Trading’ disposition of 178,500 Common Shares as reported in this Amendment No. 3 to Schedule 13D, and Lexam U.S.A.’s disposition of 148,000 Common Shares as reported in this Amendment No. 3 to Schedule 13D, each of Mr. McEwen, Evanachan, McEwen Trading and Lexam U.S.A. may be deemed to have beneficial ownership of 50,119,686 Common Shares, which represents approximately 27.6% of the outstanding Common Shares, which includes:

 

(i)            38,750,000 Common Shares held by Evanachan, a company wholly owned by Mr. McEwen,

 

(ii)           6,964,357 Common Shares held by McEwen Trading, a limited partnership 97% owned by Mr. McEwen, and

 

(iii)          4,405,329 Common Shares held by Lexam U.S.A., a company that is indirectly owned by Lexam, a Canadian public company traded on the TSX Venture Exchange and of which, as of April 23, 2009, Mr. McEwen owns 49.4% of the outstanding common shares.

 

Mr. McEwen beneficially owns 45,714,357 Common Shares, which represents approximately 25.2% of the Common Shares, and which beneficial ownership excludes the Common Shares beneficially owned by Lexam U.S.A., the beneficial ownership of which Mr. McEwen disclaims pursuant to Rule 13d-4 of the Exchange Act, except to the extent of his direct or indirect pecuniary interest therein.

 

5



 

CUSIP No.   780911103

 

After Evanachan’s disposition of warrants to purchase 3,660,714 Common Shares, Evanachan beneficially owns 38,750,000 Common Shares, which represents approximately 21.4% of the Common Shares, and which beneficial ownership excludes the Common Shares beneficially owned by McEwen Trading and Lexam U.S.A, the beneficial ownership of which Evanachan disclaims pursuant to Rule 13d-4 of the Exchange Act, except to the extent of Evanachan’s direct pecuniary interest therein.

 

After McEwen Trading’s disposition of warrants to purchase 3,571,421 Common Shares and the disposition of 178,500 Common Shares, McEwen Trading beneficially owns  6,964,357 Common Shares, which represents approximately 3.8% of the Common Shares, and which beneficial ownership excludes the Common Shares beneficially owned by Evanachan and Lexam U.S.A., the beneficial ownership of which McEwen Trading disclaims pursuant to Rule 13d-4 of the Exchange Act, except to the extent of McEwen Trading’s direct pecuniary interest therein.

 

(c)        (i) Evanachan disposed of warrants to purchase 3,660,714 Common Shares on April 23, 2009.

 

(ii) McEwen Trading disposed of warrants to purchase 3,571,421 on April 23, 2009. In addition, McEwen Trading disposed of 178,500 Common Shares between October 29, 2008 and April 23, 2009.

 

(iii) Lexam U.S.A. disposed of 148,000 Common Shares between October 29, 2008 and April 23, 2009.

 

(d)        The information contained in the Explanatory Note and Item 5(a) of this Amendment No. 3 to Schedule 13D is incorporated by reference to this Item 5(d).

 

6



 

CUSIP No.   780911103

 

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: April 30, 2009

ROBERT ROSS McEWEN

 

 

 

 

 

 

 

By:

/s/ Robert Ross McEwen

 

Name:

Robert Ross McEwen

 

7


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