0001019056-15-000133.txt : 20150210 0001019056-15-000133.hdr.sgml : 20150210 20150210093929 ACCESSION NUMBER: 0001019056-15-000133 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150210 DATE AS OF CHANGE: 20150210 GROUP MEMBERS: ALBERT D. FRIEDBERG GROUP MEMBERS: FCMI PARENT CO. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Gold Standard Ventures Corp. CENTRAL INDEX KEY: 0001321847 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] 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: 005-86433 FILM NUMBER: 15590684 BUSINESS ADDRESS: STREET 1: SUITE 610 STREET 2: 815 WEST HASTINGS STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 1B4 BUSINESS PHONE: 604-669-5702 MAIL ADDRESS: STREET 1: SUITE 610 STREET 2: 815 WEST HASTINGS STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 1B4 FORMER COMPANY: FORMER CONFORMED NAME: Devonshire Resources Ltd. DATE OF NAME CHANGE: 20071102 FORMER COMPANY: FORMER CONFORMED NAME: Ripple Lake Diamonds Inc. DATE OF NAME CHANGE: 20050325 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRIEDBERG ALBERT CENTRAL INDEX KEY: 0001268239 FILING VALUES: FORM TYPE: SC 13D/A SC 13D/A 1 fcmiparent_13da6.htm
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

(Amendment No. 6)

 

Under the Securities Exchange Act of 1934

 

GOLD STANDARD VENTURES CORP.
(Name of Issuer)

 

Common Stock, No Par Value
(Title of Class of Securities)

 

380738104
(CUSIP Number)

 

Robert A. Grauman, Esq.

Baker & McKenzie LLP

452 Fifth Avenue

New York NY 10018

(212) 626-4100

 

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

 

February 3, 2015
(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. 380738104    
           
1. Names of Reporting Persons.      
  FCMI PARENT CO.    
2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) o
        (b) o
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)   o
6. Citizenship or Place of Organization    
       
  NOVA SCOTIA, CANADA    
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power    
  -0-    
8. Shared Voting Power    
  28,313,966    
9. Sole Dispositive Power    
  -0-    
10. Shared Dispositive Power    
  28,313,966    
11. Aggregate Amount Beneficially Owned by Each Reporting Person    
       
  28,313,966    
       
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o
13. Percent of Class Represented by Amount in Row (11)    
       
  19.7%    
14. Type of Reporting Person    
       
  CO    
2
 
           
CUSIP No. 380738104    
           
1. Names of Reporting Persons.      
  ALBERT D. FRIEDBERG    
2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) o
        (b) o
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)   o
6. Citizenship or Place of Organization    
       
  CANADA    
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power    
  -0-    
8. Shared Voting Power    
  28,313,966    
9. Sole Dispositive Power    
  -0-    
10. Shared Dispositive Power    
  28,313,966    
11. Aggregate Amount Beneficially Owned by Each Reporting Person    
       
  28,313,966    
       
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o
13. Percent of Class Represented by Amount in Row (11)    
       
  19.7%    
14. Type of Reporting Person    
       
  IN    
3
 

The Statement on Schedule 13D filed on January 3, 2012 by FCMI Parent Co. (“FCMI”), Albert D. Friedberg and the Nancy Friedberg Family Trust (the “Friedberg Trust” and, collectively with FCMI and Mr. Friedberg, the “Filing Persons”), as amended by Amendment No. 1 filed June 13, 2012, Amendment No. 2 filed June 27, 2012, Amendment No. 3 filed March 10, 2014, Amendment No. 4 filed September 9, 2014 and Amendment No. 5 filed February 4, 2015 (as so amended, the “Statement”), relating to the common stock, without par value (the “Common Stock”) of Gold Standard Ventures Corp., a corporation organized under the laws of British Columbia, Canada (the “Issuer”), is hereby further amended with respect to the matters set forth below in this Amendment No. 6. Capitalized terms not otherwise defined herein have the meanings set forth in the Statement. This Amendment No. 6 is being filed to correct the information in Amendment No. 5 regarding the number of shares purchased by FCMI in the Issuer’s public offering. Except as provided herein, this Amendment No. 6 does not modify any of the information previously reported on the Statement.

 

Item 3. Source and Amount of Funds or Other Consideration

 

Item 3 of the Schedule 13D is hereby amended by the addition of the following:

 

The purchase price for the 11,400,000 shares of the Issuer’s Common Stock acquired by FCMI and reported herein was US $0.47 per Share, for a total purchase price of US $5,358,000.00. The purchase price was the public offering price in the public offering made by the Issuer by means of its prospectus dated July 31, 2014, as supplemented by the prospectus supplement dated January 28, 2014 (as so supplemented, the “Prospectus “). FCMI acquired the funds utilized to purchase such Common Stock from its working capital, including funds received as intercompany loans and advances from its wholly-owned subsidiary, FCMI Financial Corporation.

 

Item 4. Purpose of Transaction

 

Item 4 of the Schedule 13D is hereby amended by the addition of the following:

 

FCMI purchased the 11,400,000 shares of Common Stock for investment and to provide financial support of the Issuer.

 

Item 5. Interest in Securities of the Issuer

 

Item 5 of the Schedule 13D is hereby amended and restated to read as follows:

 

On the date of this Schedule 13D (Amendment No. 6), the Filing Persons are the beneficial owners of a total of 28,313,966 shares of Common Stock, representing approximately 19.7% of the Issuer’s outstanding Common Stock. Such beneficial ownership percentage has been calculated in accordance with Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934 as a percentage of 143,744,100 shares outstanding, consisting of 123,739,878 shares outstanding as of January 28, 2015, as stated by the Issuer on the cover of the Prospectus, plus (i) 19,032,000 shares issued in the public offering made by the Prospectus, plus (ii) 972,222 shares issuable upon exercise of the Warrants owned by FCMI. For a description off such Warrants, see Item 4 of the Filing Persons’ Schedule 13D (Amendment No. 3) filed March 10, 2014. All such shares are owned directly by FCMI. The calculation of the Filing Persons’ percentage beneficial ownership includes 2,032,000 shares issued upon the underwriters’ exercise of the overallotment option described in the Prospectus, as disclosed in the Issuer’s press issued on February 3, 2015.

 

All shares beneficially owned by FCMI are presently outstanding, other than the shares issuable upon exercise of the Warrants. Mr. Friedberg, directly and through his control over FCMI shares held by members of his family and trusts for the benefit of members of his family, may be considered the sole beneficial owner of all of the Common Stock owned by FCMI. Except for such beneficial ownership by Mr. Friedberg, none of the directors or officers of FCMI beneficially own any Common Stock.

 

On February 3, 2015, FCMI purchased 11,400,000 shares of the Issuer’s Common Stock from the underwriters of the Issuer’s public offering. The purchase was made at the public offering price of US $0.47 per Share, for a total purchase price of US $5,358,000.00. Except for such purchase, none of the Filing Persons and none of the officers or directors of FCMI has effected any transactions in the Common Stock in the 60 days preceding the filing of this Amendment No. 6.

4
 

Signatures

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: February 10, 2015

       
  FCMI PARENT CO.
     
  By: /s/ Dan Scheiner  
  Name:  Dan Scheiner
  Title: Vice President
     
  /s/ Albert D. Friedberg  
  Name: Albert D. Friedberg