CUSIP No. 381119106
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A-5
Under the Securities Exchange Act of 1934
Golden Minerals Company
(Name of Issuer)
Common Stock
(Title of Class of Securities)
381119106
(CUSIP Number)
Greg Link, Director
Sentient Executive GP IV, Limited, General Partner
Of Sentient GP IV, LP, General Partner of Sentient Global Resources Fund IV, L.P.,
Landmark Square, 1st Floor, 64 Earth Close, West Bay Beach South
P.O. Box 10795, George Town, Grand Cayman KY1-1007, Cayman Islands
345-946-0921
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(with copy to)
Gregory A. Smith, Esq.
Quinn & Brooks LLP
P O Box 590
Larkspur CO 80118
303-298-8443
December 18, 2012
(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 if filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
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. 381119106
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1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Sentient Global Resources Fund III, L.P. | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o | ||
3. | SEC USE ONLY | ||
4. | SOURCE OF FUNDS (See Instructions) OO | ||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS o | ||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7. | SOLE VOTING POWER 3,582,746 | |
8. | SHARED VOTING POWER 0 | ||
9. | SOLE DISPOSITIVE POWER 3,582,746 | ||
10. | SHARED DISPOSITIVE POWER 0 | ||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,582,746 | ||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.4% | ||
14. | TYPE OF REPORTING PERSON PN | ||
CUSIP No. 381119106
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1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SGRF III Parallel I, L.P. | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o | ||
3. | SEC USE ONLY | ||
4. | SOURCE OF FUNDS (See Instructions) OO | ||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS o | ||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7. | SOLE VOTING POWER 357,044 | |
8. | SHARED VOTING POWER 0 | ||
9. | SOLE DISPOSITIVE POWER 357,044 | ||
10. | SHARED DISPOSITIVE POWER 0 | ||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 357,044 | ||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.8% | ||
14. | TYPE OF REPORTING PERSON PN | ||
CUSIP No. 381119106
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1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Sentient Executive GP III, Limited | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o | ||
3. | SEC USE ONLY | ||
4. | SOURCE OF FUNDS (See Instructions) OO | ||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS o | ||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7. | SOLE VOTING POWER 3,939,790 | |
8. | SHARED VOTING POWER 0 | ||
9. | SOLE DISPOSITIVE POWER 3,939,790 | ||
10. | SHARED DISPOSITIVE POWER 0 | ||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,939,790 | ||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.3% | ||
14. | TYPE OF REPORTING PERSON CO | ||
CUSIP No. 381119106
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1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Sentient GP III, LP | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o | ||
3. | SEC USE ONLY | ||
4. | SOURCE OF FUNDS (See Instructions) OO | ||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS o | ||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7. | SOLE VOTING POWER 3,939,790 | |
8. | SHARED VOTING POWER 0 | ||
9. | SOLE DISPOSITIVE POWER 3,939,790 | ||
10. | SHARED DISPOSITIVE POWER 0 | ||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,939,790 | ||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.3% | ||
14. | TYPE OF REPORTING PERSON CO | ||
CUSIP No. 381119106
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1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Sentient GP IV, LP | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o | ||
3. | SEC USE ONLY | ||
4. | SOURCE OF FUNDS (See Instructions) OO | ||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS o | ||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7. | SOLE VOTING POWER 4,483,944 | |
8. | SHARED VOTING POWER 0 | ||
9. | SOLE DISPOSITIVE POWER 4,483,944 | ||
10. | SHARED DISPOSITIVE POWER 0 | ||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,483,944 | ||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.5% | ||
14. | TYPE OF REPORTING PERSON CO | ||
CUSIP No. 381119106
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1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Sentient Global Resources Fund IV, L.P. | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o | ||
3. | SEC USE ONLY | ||
4. | SOURCE OF FUNDS (See Instructions) OO | ||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS o | ||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7. | SOLE VOTING POWER 4,483,944 | |
8. | SHARED VOTING POWER 0 | ||
9. | SOLE DISPOSITIVE POWER 4,483,944 | ||
10. | SHARED DISPOSITIVE POWER 0 | ||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,483,944 | ||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.5% | ||
14. | TYPE OF REPORTING PERSON PN | ||
CUSIP No. 381119106
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1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Sentient Executive GP IV, Limited | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o | ||
3. | SEC USE ONLY | ||
4. | SOURCE OF FUNDS (See Instructions) OO | ||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS o | ||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7. | SOLE VOTING POWER 4,483,944 | |
8. | SHARED VOTING POWER 0 | ||
9. | SOLE DISPOSITIVE POWER 4,483,944 | ||
10. | SHARED DISPOSITIVE POWER 0 | ||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,483,944 | ||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.5% | ||
14. | TYPE OF REPORTING PERSON CO | ||
CUSIP No. 381119106
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Item 1.
Security and Issuer
This filing relates to the common stock (the “Common Stock”) of Golden Minerals Company (“Golden Minerals” or the “Issuer”), a Delaware corporation. The address of Golden Minerals’ principal office is 350 Indiana Street, Suite 800, Golden, Colorado 80401.
EXPLANATORY NOTE
This amendment to Schedule 13D is being filed for the sole purpose of reflecting that Schedule A hereto is being amended to disclose that Susanne Sesselmann is no longer a Director of the Reporting Persons and that Peter Weidmann has been elected to serve as a Director of the Reporting Persons.
Item 7.
Material to be Filed as Exhibits
The following exhibits are filed herewith:
(A)
Filing Agreement dated May 16, 2013.
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Signatures
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.
Sentient Global Resources Fund III, L.P. By: Sentient GP III, LP, General Partner By: Sentient Executive GP III, Limited, General Partner By: ____/s/ Greg Link Greg Link, Director Date: May 16, 2013 | SGRF III Parallel I, L.P. By: Sentient GP III, LP, General Partner By: Sentient Executive GP III, Limited, General Partner By: ____/s/ Greg Link Greg Link, Director Date: May 16, 2013 |
Sentient GP III, LP By: ____/s/ Greg Link Greg Link, Director Date: May 16, 2013 Sentient Executive GP III, Limited By: ____/s/ Greg Link Greg Link, Director Date: May 16, 2013 | Sentient Global Resources Fund IV, L.P. By: Sentient GP IV, LP, General Partner By: Sentient Executive GP IV, Limited, General Partner By: ____/s/ Greg Link Greg Link, Director Date: May 16, 2013 |
Sentient GP IV, LP By: ____/s/ Greg Link Greg Link, Director Date: May 16, 2013 Sentient Executive GP IV, Limited By: ____/s/ Greg Link Greg Link, Director Date: May 16, 2013 |
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CUSIP No. 381119106
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SCHEDULE A
The (i) name, (ii) title, (iii) citizenship, (iv) principal occupation and (v) business address of each director of Sentient Executive GP III, Limited and Sentient Executive GP IV, Limited are as follows. Neither Sentient Executive GP III, Limited nor Sentient Executive GP IV, Limited has any executive officers.
Name |
| Title |
| Citizenship |
| Principal Occupation |
| Business Address |
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Peter Cassidy |
| Director |
| Australia |
| Investment Manager |
| Level 44, Grosvenor Place 225 George Street Sydney NSW 2000 Australia |
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Greg Link |
| Director |
| New Zealand |
| Investment Manager |
| Landmark Square 1st Floor, 64 Earth Close West Bay Beach South P.O. Box 10795 George Town, Grand Cayman KY1-1007 Cayman Islands |
Peter Weidmann |
| Director |
| Germany |
| Investor Relations Manager |
| Schellingstrasse 76 80799 Munich Germany |
EXHIBIT A
FILING AGREEMENT DATED TO BE EFFECTIVE MAY 16, 2013
REGARDING JOINT FILING OF SCHEDULE 13D/A-5
The undersigned hereby agree that:
(i)
Each is eligible to use the Schedule 13D attached hereto;
(ii)
The attached Schedule 13D is filed on behalf of each of the undersigned; and
(iii)
Each of the undersigned is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information therein concerning itself; but none of them is responsible for the completeness and accuracy if the information concerning the other persons making the filing, unless it knows or has reason to believe that such information is inaccurate.
Sentient Global Resources Fund III, L.P. By: Sentient GP III, LP, General Partner By: Sentient Executive GP III, Limited, General Partner By: ____/s/ Greg Link Greg Link, Director Date: May 16, 2013 Sentient Executive GP III, Limited By: ____/s/ Greg Link Greg Link, Director Date: May 16, 2013 Sentient GP III, LP By: ____/s/ Greg Link Greg Link, Director Date: May 16, 2013 | Sentient Executive GP IV, Limited By: ____/s/ Greg Link Greg Link, Director Date: May 16, 2013 Sentient GP IV, LP By: ____/s/ Greg Link Greg Link, Director Date: May 16, 2013 Sentient Global Resources Fund IV, LP By: Sentient GP IV, LP its General Partner By: Sentient Executive GP IV, Limited, its General Partner By: ____/s/ Greg Link Greg Link, Director Date: May 16, 2013 |
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SGRF III Parallel I, L.P. By: Sentient GP III, LP, General Partner By: Sentient Executive GP III, Limited, General Partner By: ____/s/ Greg Link Greg Link, Director Date: May 16, 2013 |
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