0001062993-13-006469.txt : 20131224 0001062993-13-006469.hdr.sgml : 20131224 20131224104337 ACCESSION NUMBER: 0001062993-13-006469 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131224 DATE AS OF CHANGE: 20131224 GROUP MEMBERS: NORTH POLE CAPITAL MASTER FUND SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SPROTT PHYSICAL PLATINUM & PALLADIUM TRUST CENTRAL INDEX KEY: 0001539190 STANDARD INDUSTRIAL CLASSIFICATION: [6221] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87593 FILM NUMBER: 131296722 BUSINESS ADDRESS: STREET 1: SUITE 2700, SOUTH TOWER STREET 2: ROYAL BANK PLAZA, 200 BAY STREET CITY: TORONTO STATE: A6 ZIP: M5J 2J1 BUSINESS PHONE: 416-362-7172 MAIL ADDRESS: STREET 1: SUITE 2700, SOUTH TOWER STREET 2: ROYAL BANK PLAZA, 200 BAY STREET CITY: TORONTO STATE: A6 ZIP: M5J 2J1 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Polar Securities Inc. CENTRAL INDEX KEY: 0001326389 IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 401 BAY STREET STREET 2: SUITE 1900, P.O. BOX 19 CITY: TORONTO STATE: A6 ZIP: M5H 2Y4 BUSINESS PHONE: 416-367-4364 MAIL ADDRESS: STREET 1: 401 BAY STREET STREET 2: SUITE 1900, P.O. BOX 19 CITY: TORONTO STATE: A6 ZIP: M5H 2Y4 SC 13G/A 1 sch13ga.htm SCHEDULE 13G/A Polar Securities Inc.: Schedule 13G/A - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Sprott Physical Platinum and Palladium Trust
(Name of Issuer)

Units
(Title of Class of Securities)

85207Q104
(CUSIP Number)

December 24, 20131
(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule 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 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).

 

______________________________
1 The Reporting Persons are making this filing voluntarily. This date reflects the date that the filing is being made rather than an event which requires the filing of this Statement.



CUSIP No. 85207Q104 13G/A Page 2 of 7 Pages

1

NAMES OF REPORTING PERSONS

 

Polar Securities Inc.

 
 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 

 

(a)     [   ]
(b)     [   ]

 
 
3

SEC USE ONLY

 

 

 
 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

 
 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

0

 
 
6

SHARED VOTING POWER

 

2,773,276

 
 
7

SOLE DISPOSITIVE POWER

 

 0

 
 
8

SHARED DISPOSITIVE POWER

 

2,773,276

 
 
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,773,276

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)

 

9.95%

 
 
12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IA

 
 



CUSIP No. 85207Q104 13G/A Page 3 of 7 Pages

1

NAMES OF REPORTING PERSONS

 

North Pole Capital Master Fund

 
 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 

 

(a)     [   ]
(b)     [   ]

 
 
3

SEC USE ONLY

 

 

 
 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

 
 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

0

 
 
6

SHARED VOTING POWER

 

2,773,276

 
 
7

SOLE DISPOSITIVE POWER

 

 0

 
 
8

SHARED DISPOSITIVE POWER

 

2,773,276

 
 
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,773,276

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)

 

9.95%

 
 
12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

CO

 
 



CUSIP No. 85207Q104 13G/A Page 4 of 7 Pages

This Amendment No. 1 (this "Amendment") amends the statement on Schedule 13G filed on August 23, 2013 (the "Original Schedule 13G" and the Original Schedule 13G as amended, the "Schedule 13G") with respect to the Units of the Company (each as defined below). This Amendment amends and restates the Original Schedule 13G in its entirety as set forth below. This Amendment No. 1 is an exit filing for the Reporting Persons (as defined below). The Reporting Persons have become aware that under the interpretations of the Securities and Exchange Commission a Schedule 13G filing is not required with respect to the Reporting Persons' beneficial ownership of the Units.

Item 1(a). NAME OF ISSUER
   
The name of the issuer is Sprott Physical Platinum and Palladium Trust (the "Company").

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
   
The Company's principal executive offices are located at Suite 2700, South Tower, Royal Bank Plaza, 200 Bay Street, Toronto, Ontario M5J 2J1.
   
Item 2(a). NAME OF PERSON FILING
   
  This statement is filed by:

(i) North Pole Capital Master Fund ("North Pole"), a Cayman Islands exempted company, with respect to the Units (defined in item 2(d) below) reported in this Schedule 13G directly held by it; and

(ii) Polar Securities Inc. ("Polar Securities"), a company incorporated under the laws on Ontario, Canada, serving as investment advisor to North Pole with respect to the Units reported in this Schedule 13G directly held by North Pole.

The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
   
The address of the business office of each of the Reporting Persons is 401 Bay Street, Suite 1900, PO Box 19, Toronto, Ontario M5H 2Y4, Canada.
   
Item 2(c). CITIZENSHIP
   
  The citizenship of each of the Reporting Persons is set forth above.
   
Item 2(d). TITLE OF CLASS OF SECURITIES
   
  Units (the "Units")
   
Item 2(e). CUSIP NUMBER
   
  85207Q104
   
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:



CUSIP No. 85207Q104 13G/A Page 5 of 7 Pages

  (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) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
       
(f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
       
(g) [ ] A parent holding company or control person in accordance with Rule 13d- 1(b)(1)(ii)(G);
       
(h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
       
(i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
       
  (j) [ ] A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
       
  (k) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4. OWNERSHIP
   
The percentages used herein are calculated based upon information published by the Company on its website, which indicates that the total number of outstanding Units as of December 24, 2013 is 27,863,450.

  A.

Polar Securities

  (a)

Amount beneficially owned: 2,773,276

  (b)

Percent of class: 9.95%

  (c)

(i) Sole power to vote or direct the vote: 0

  (ii)

Shared power to vote or direct the vote: 2,773,276

  (iii)

Sole power to dispose or direct the disposition: 0

  (iv)

Shared power to dispose or direct the disposition of: 2,773,276


  B.

North Pole

  (a)

Amount beneficially owned: 2,773,276

  (b)

Percent of class: 9.95%

  (c)

(i) Sole power to vote or direct the vote: 0

  (ii)

Shared power to vote or direct the vote: 2,773,276

  (iii)

Sole power to dispose or direct the disposition: 0

  (iv)

Shared power to dispose or direct the disposition: 2,773,276




CUSIP No. 85207Q104 13G/A Page 6 of 7 Pages

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  Not applicable.
   
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
   
  PERSON
   
  Not applicable.
   
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
   
  Not applicable.
   
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
   
  Not applicable.
   
Item 9. NOTICE OF DISSOLUTION OF GROUP
   
  Not applicable.
   
Item 10. CERTIFICATION
   
Each of the Reporting Persons hereby makes the following certification: By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above 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.



CUSIP No. 85207Q104 13G/A Page 7 of 7 Pages

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: December 24, 2013

POLAR SECURITIES INC.

/s/ Paul Sabourin                                                              
Name: Paul Sabourin
Title: Chief Investment Officer

NORTH POLE CAPITAL MASTER FUND
By: Polar Securities Inc., its investment manager

/s/ Paul Sabourin                                                               
Name: Paul Sabourin
Title: Chief Investment Officer