-----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, EK7n+H2zMETb9b5nfAxxiZ04sGdykdeTSbNA5g37GARQFEeF8FlrCNer0p+msWfV 7XXSapMmCpw4e3RUaFM/8w== 0001337851-10-000010.txt : 20101112 0001337851-10-000010.hdr.sgml : 20101111 20101110173536 ACCESSION NUMBER: 0001337851-10-000010 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20101112 DATE AS OF CHANGE: 20101110 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: 101181197 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 tlr13g20101110.txt TLR FORM 13G FILING OF 2010 11 10 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) November 1, 2010 (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 8 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 8 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 2,324,136 OWNED BY ______________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 2,324,136 - ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,324,136 - ----------------------------------------------------------------------------- (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) 4.2% - ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** IA - ----------------------------------------------------------------------------- CUSIP No. 887133106 13G Page 3 of 8 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 2,324,136 OWNED BY ______________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 2,324,136 - ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,324,136 - ----------------------------------------------------------------------------- (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) 4.2% - ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** OO - ----------------------------------------------------------------------------- CUSIP No. 887133106 13G Page 4 of 8 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 8 Pages Item 4. Ownership. (a) Amount beneficially owned: As of November 1, 2010, the Reporting Person is the beneficial owner of 2,324,136 shares of Common Stock. Praetorian Capital Management LLC acts as the management company to Praetorian Offshore Ltd., which beneficially owns 2,324,136 shares of Common Stock. As such, Praetorian Capital Management LLC is deemed to beneficially own 2,324,136 shares of Common Stock. The percentages set forth in this Schedule 13G are calculated based on the 55,645,778 shares of Common Stock outstanding as of August 10, 2010, as set forth in the Company's Form 10-Q for the quarter ended June 30, 2010. Our last 13G filing was dated October 13, 2009 and indicated ownership of 11.2% of the issuer. Between October 13, 2009 and December 31, 2009, we had no transactions in the shares of the issuer. Since there was no change in our ownership of the issuer as of December 31, 2009, we were not required to file an updated 13G filing as of that date. If we had made such a filing, our ownership percentage as of December 31, 2009, would have been 9.998%, based on an e-mail from the issuer indicating that the number of shares outstanding as of December 11, 2009 was 40,363,181. Since our ownership was less than 10% as of December 31, 2009, we were not required to make a subsequent 13G filing until our ownership changed by 5% or more. Since our transactions subsequent to December 31, 2009 have now resulted in a decrease in our holdings of the issuer to below 5%, this 13G filing is required and will be our last 13G filing related to the issuer unless we are once again required to make additional filings. Since our last Form 13G filing dated October 13, 2009, through November 1, 2010, we made the following transactions. With the exception of the June 2, 2010 transactions (see asterisk footnote on next page for additional information), all transactions were made on the open market. PO Ltd. March 30, 2010 sold 13,500 shares PO Ltd. March 31, 2010 sold 12,500 shares PO Ltd. April 1, 2010 sold 12,900 shares PO Ltd. April 5, 2010 sold 45,900 shares PO Ltd. April 6, 2010 sold 45,832 shares PO Ltd. April 7, 2010 sold 52,755 shares PO Ltd. April 8, 2010 sold 2,300 shares PO Ltd. April 9, 2010 sold 34,813 shares PO Ltd. April 12, 2010 sold 10,800 shares PO Ltd. April 13, 2010 sold 8,700 shares PO Ltd. April 14, 2010 sold 2,000 shares PO Ltd. April 15, 2010 sold 100 shares PO Ltd. April 16, 2010 sold 45,000 shares PO Ltd. April 19, 2010 sold 44,100 shares PO Ltd. April 20, 2010 sold 100 shares PO Ltd. April 22, 2010 sold 3,000 shares PO Ltd. April 23, 2010 sold 18,700 shares PO Ltd. April 26, 2010 sold 67,000 shares PO Ltd. April 27, 2010 sold 33,600 shares PO Ltd. April 28, 2010 sold 129,500 shares PO Ltd. April 29, 2010 sold 219,100 shares PO Ltd. April 30, 2010 sold 59,400 shares CUSIP No. 887133106 13G Page 6 of 8 Pages Item 4. Ownership. (Continued) (a) Amount beneficially owned: (Continued) PO Ltd. May 3, 2010 sold 10,100 shares PO Ltd. May 4, 2010 sold 13,800 shares PO Ltd. May 5, 2010 sold 39,100 shares PO Ltd. May 6, 2010 sold 21,600 shares PO Ltd. May 11, 2010 sold 3,800 shares PO Ltd. May 13, 2010 sold 200 shares PO Ltd. May 14, 2010 sold 4,800 shares PO Ltd. May 20, 2010 purchased 10,000 shares PO Ltd. May 20, 2010 sold 1,000 shares PO Ltd. May 21, 2010 sold 11,800 shares PO Ltd. June 2, 2010 received 165,642.6915 shares* PO Ltd. June 2, 2010 sold 0.6915 shares* PO Ltd. June 8, 2010 purchased 1,158 shares PO Ltd. June 10, 2010 purchased 1,000 shares PO Ltd. June 17, 2010 purchased 1,000 shares PO Ltd. June 18, 2010 purchased 4,000 shares PO Ltd. June 24, 2010 purchased 10,000 shares PO Ltd. July 6, 2010 purchased 5,000 shares PO Ltd. July 7, 2010 purchased 5,100 shares PO Ltd. July 8, 2010 purchased 4,900 shares PO Ltd. July 26, 2010 purchased 5,000 shares PO Ltd. August 19, 2010 sold 500 shares PO Ltd. August 20, 2010 sold 13,100 shares PO Ltd. August 23, 2010 sold 17,300 shares PO Ltd. August 24, 2010 sold 1,602 shares PO Ltd. August 25, 2010 sold 31,495 shares PO Ltd. August 26, 2010 sold 27,503 shares PO Ltd. August 27, 2010 sold 8,500 shares PO Ltd. August 30, 2010 sold 51,065 shares PO Ltd. August 31, 2010 sold 12,880 shares PO Ltd. September 3, 2010 sold 2,000 shares PO Ltd. September 7, 2010 sold 4,055 shares PO Ltd. September 9, 2010 sold 30,000 shares PO Ltd. September 14, 2010 sold 10,000 shares PO Ltd. September 16, 2010 sold 15,000 shares PO Ltd. September 17, 2010 sold 1,000 shares PO Ltd. September 20, 2010 sold 6,300 shares PO Ltd. September 21, 2010 sold 5,000 shares PO Ltd. September 22, 2010 sold 23,000 shares PO Ltd. September 23, 2010 sold 19,700 shares PO Ltd. September 24, 2010 sold 59,600 shares PO Ltd. September 27, 2010 sold 20,400 shares PO Ltd. September 28, 2010 sold 55,600 shares PO Ltd. September 28, 2010 sold 75,000 shares PO Ltd. October 1, 2010 sold 4,400 shares PO Ltd. November 1, 2010 sold 461,700 shares * The shares received on June 2, 2010 were a result of a conversion of 1,159,500 shares held in Staccato Gold Resources Ltd. Timberline Resources Corporation acquired Staccato Gold Resources Ltd. in a stock-for-stock transaction where each share of Staccato Gold Resources Ltd. was exchanged for 0.142857 shares of Timberline Resources Corporation. CUSIP No. 887133106 13G Page 7 of 8 Pages Item 4. Ownership. (Continued) (b) 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: 2,324,136 (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 2,324,136 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 is now less than 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: November 10, 2010 /s/ Wesley N. Cooper Praetorian Offshore Ltd. By: Praetorian Capital Management LLC Its: Investment Manager By: Wesley N. Cooper Its: Chief Financial Officer CUSIP No. 887133106 13G Page 8 of 8 Pages 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-----