CUSIP No. | 827692104 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
John M. Fife | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
29,950,284* | |||||
6 | SHARED VOTING POWER | ||||
7 | SOLE DISPOSITIVE POWER | ||||
29,950,284* | |||||
8 | SHARED DISPOSITIVE POWER | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
29,950,284* | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
9.99*% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN | |||||
FOOTNOTES | |||||
* Reporting Person John M. Fife ("Mr. Fife") personally owns 1,976,411 shares of the Issuer's common stock and is the indirect beneficial owner of the Issuer's common stock owned by Reporting Persons Iliad Research and Trading, LP ("Iliad"), and Tonaquint, Inc. ("Tonaquint"). Mr. Fife is subject to a contractual ownership limitation of 9.99%, pursuant to a Note and Warrant Agreement Between the Issuer and Tonaquint. Thus, the number of shares beneficially owned by Mr. Fife on the date of this filing was 29,950,284 shares, which is 9.99% of the 299,802,647 shares of the Issuer's common stock outstanding on that date (as reported in the Issuer's Schedule 14A, filed February 5, 2016), and represents the total number of Issuer's shares owned by Mr. Fife, Iliad, and Tonaquint as well as the total shares issuable under the Tonaquint Note and Warrant, and subject to the 9.99% ownership limit. |
CUSIP No. | 827692104 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
Iliad Research and Trading LP 11-3688679 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Utah | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
11,244,100* | |||||
6 | SHARED VOTING POWER | ||||
7 | SOLE DISPOSITIVE POWER | ||||
11,244,100* | |||||
8 | SHARED DISPOSITIVE POWER | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
11,244,100* | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
3.75*% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN | |||||
FOOTNOTES | |||||
* The Issuer's shares owned by Reporting Person Iliad are also indirectly beneficially owned by Reporting Person Mr. Fife and are included in his ownership percentage. |
CUSIP No. | 827692104 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
Tonaquint, Inc. 87-0285597 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Utah | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
16,729,773* | |||||
6 | SHARED VOTING POWER | ||||
7 | SOLE DISPOSITIVE POWER | ||||
16,729,773* | |||||
8 | SHARED DISPOSITIVE POWER | ||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
16,729,773* | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
5.58*% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CO | |||||
FOOTNOTES | |||||
* The Issuer's shares owned by Reporting Person Tonaquint are also indirectly beneficially owned by Reporting Person Mr. Fife and are included in his ownership percentage. Tonaquint has rights, under a Convertible Promissory Note and Warrant, to own an aggregate number of the Issuer's common stock subject to an ownership cap of 9.99%. On the date of this filing, Tonaquint owned, or was entitled to exercise or convert, 16,729,773 shares of the Issuer's common stock, which is 5.58% of the Issuer's outstanding common stock (as reported in the Issuer's Schedule 14A, filed February 5, 2016), this amount represents the maximum number of shares Tonaquint could hold to bring Mr. Fife's direct and indirect beneficial ownership of Issuer's common stock to the contractual ownership limit of 9.99%. |
(a) | Name
of Issuer |
Silver Dragon Resources Inc. |
(b) | Address
of Issuer’s Principal Executive Offices |
200 Davenport Road
Toronto, Ontario Canada M5R 1J2 |
(a) | Name
of Person Filing |
This report is filed by John M Fife, Iliad Research and Trading LP, and Tonaquint Inc. with respect to the shares of Common Stock, $0.0001 par value per share, of the Issuer that are directly beneficially owned by John M Fife and indirectly beneficially owned by John M Fife through Iliad Research and Trading, LP, and Tonaquint, Inc. |
(b) | Address
of Principal Business Office or, if none, Residence |
The address of the principal business office of each reporting and filing person is:
303 East Wacker Drive, Suite 1040, Chicago, IL 60601 |
(c) | Citizenship |
United States of America |
(d) | Title
of Class of Securities |
Common Stock, $0.0001 par value |
(e) | CUSIP
Number |
827692104 |
Item
3. | If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a: |
(a) | o | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
(b) | o | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
(c) | o |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
(d) | o | Investment
company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C 80a-8). |
(e) | o | An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
(f) | o | An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
(g) | o | A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G); |
(h) | o | A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
(i) | o | A
church plan that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
(j) | o | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). |
(k) | o |
A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify
the type of institution:
N/A |
Item
4. | Ownership. |
(a) |
Amount beneficially owned:
29,950,284 |
(b) |
Percent of class: 9.99% |
(c) | Number
of shares as to which the person has: |
(i) |
Sole power to vote or to direct the vote:
29,950,284 |
(ii) |
Shared power to vote or to direct the vote:
0 |
(iii) |
Sole power to dispose or to direct the disposition of:
29,950,284 |
(iv) |
Shared power to dispose or to direct the disposition of:
0 |
Item
5. | Ownership
of Five Percent or Less of a Class |
Item
6. | Ownership
of More than Five Percent on Behalf of Another Person. |
Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company |
Item
8. | Identification
and Classification of Members of the Group |
Item
9. | Notice
of Dissolution of Group |
Item
10. | Certification |
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, other than activities solely in connection with a nomination under §240.14a-11. |
Date:
February 11, 2016 | By:
| /s/ John M Fife | |
Name: John M Fife | |||
Iliad Research and Trading, LP | |||
Date:
February 11, 2016 | By:
| /s/ John M Fife | |
Name: John M Fife | |||
Title: President | |||
Tonaquint, Inc. | |||
Date:
February 11, 2016 | By:
| /s/ John M Fife | |
Name: John M Fife | |||
Title: President | |||
Footnotes: |
Attention: | Intentional
misstatements or omissions of fact constitute Federal criminal violations (See
18 U.S.C. 1001) |