SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
WATERTON MINING PARALLEL FUND OFFSHORE MASTER, LP

(Last) (First) (Middle)
UGLAND HOUSE

(Street)
GRAND CAYMAN E9 KY1 1104

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
KLONDEX MINES LTD [ KLDX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Member of 10% Group
3. Date of Earliest Transaction (Month/Day/Year)
03/07/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Shares, no par value ("Common Shares") 03/07/2018 P 19,500 A $1.37(1) 7,088,121 D(1)(2)(3)(4)(5)(6)(7)
Common Shares 03/07/2018 P 19,500 A $1.37(1) 9,698,816 I See footnotes(1)(2)(3)(4)(5)(6)(7)
Common Shares 03/08/2018 P 62,867 A $1.37(2) 7,150,988 D(1)(2)(3)(4)(5)(6)(7)
Common Shares 03/08/2018 P 62,867 A $1.37(2) 9,761,683 I See footnotes(1)(2)(3)(4)(5)(6)(7)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
WATERTON MINING PARALLEL FUND OFFSHORE MASTER, LP

(Last) (First) (Middle)
UGLAND HOUSE

(Street)
GRAND CAYMAN E9 KY1 1104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Waterton Global Resource Management, Inc.

(Last) (First) (Middle)
COMMERCE COURT WEST, 199 BAY STREET
SUITE 5050

(Street)
TORONTO A6 M5L 1E2

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Waterton Mining Parallel Fund Offshore GP Corp.

(Last) (First) (Middle)
UGLAND HOUSE

(Street)
GRAND CAYMAN E9 KY1 1104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Waterton Nevada Splitter, LLC

(Last) (First) (Middle)
9650 GATEWAY DRIVE, SUITE 202

(Street)
RENO NV 89521

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Waterton Precious Metals Fund II Cayman, LP

(Last) (First) (Middle)
UGLAND HOUSE

(Street)
GRAND CAYMAN E9 KY1 1104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Waterton Global Resource Management, LP

(Last) (First) (Middle)
UGLAND HOUSE

(Street)
GRAND CAYMAN E9 KY1 1104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Waterton Global Resource Management Cayman Corp.

(Last) (First) (Middle)
UGLAND HOUSE

(Street)
GRAND CAYMAN E9 KY1 1104

(City) (State) (Zip)
Explanation of Responses:
1. On March 7, 2018, each of Waterton Mining Parallel Fund Offshore Master, LP, a Cayman Islands limited partnership ("Waterton Mining LP"), and Waterton Precious Metals Fund II Cayman, LP, a Cayman Islands limited partnership ("Waterton Fund II"), purchased 19,500 Common Shares at an average price of Cdn$1.77. Converted into USD using an exchange rate of Cdn$1.2947=US$1.00 as of March 7, 2018, the average price at which the Common Shares were purchased was US$1.37 per share.
2. On March 8, 2018, each of Waterton Mining LP and Waterton Fund II purchased 62,867 Common Shares at an average price of Cdn$1.77. Converted into USD using an exchange rate of Cdn$1.2927=US$1.00 as of March 8, 2018, the average price at which the Common Shares were purchased was US$1.37.
3. In addition to Waterton Mining LP, this Form 4 is being jointly filed by Waterton Global Resource Management, Inc., an Ontario corporation ("WGRM Inc."), Waterton Mining Parallel Fund Offshore GP Corp., a Cayman Islands corporation ("Waterton Mining GP"), Waterton Nevada Splitter, LLC, a Nevada limited liability company ("Waterton Nevada"), Waterton Fund II, Waterton Global Resource Management, LP, a Cayman Islands limited partnership ("WGRM LP"), Waterton Global Resource Management Cayman Corp., a Cayman Islands corporation ("WGRM Corp."), Richard J. Wells ("Wells"), a Canadian citizen, Cheryl Brandon ("Brandon"), a Canadian citizen, Kanwaljit Toor ("Toor"), a Canadian citizen, Kalman Schoor ("Schoor"), a United States citizen, and Isser Elishis ("Elishis"), a United States citizen. See Remarks below.
4. WGRM Inc. is the sole shareholder of Waterton Mining GP and also provides investment advisory services to Waterton Mining LP. Waterton Mining GP is the general partner of Waterton Mining LP. WGRM Inc. is the sole shareholder of WGRM Corp. and also provides investment advisory services to Waterton Fund II. WGRM Corp. is the general partner of WGRM LP. WGRM LP is the general partner of Waterton Fund II. Waterton Fund II is the holder of a majority of the outstanding membership interests of Waterton Nevada. Elishis is the sole manager of Waterton Nevada. Wells, Brandon, Toor, Schoor and Elishis are the shareholders of WGRM Inc.
5. After giving effect to the transactions reported on this Form 4, Waterton Mining LP directly beneficially owns 7,150,988 Common Shares.
6. Continued from footnote 5: The remaining 9,761,683 Common Shares reported on this Form 4 as being indirectly owned by Waterton Mining LP are owned as follows: Waterton Nevada directly beneficially owns 2,600,000 Common Shares (excluding the 5,000,000 Common Shares issuable upon the exercise of warrants to purchase Common Shares reported on Form 3). Waterton Fund II directly beneficially owns 7,161,683 Common Shares and indirectly owns the 2,600,000 Common Shares beneficially owned directly by Waterton Nevada (excluding the warrants referred to above). Waterton Mining GP indirectly beneficially owns 7,150,988 Common Shares. Each of WGRM LP and WGRM Corp. indirectly beneficially owns 9,761,683 Common Shares (excluding the warrants referred to above). Each of WGRM Inc., Wells, Brandon, Toor, Schoor and Elishis indirectly beneficially owns 16,912,671 Common Shares (excluding the warrants referred to above).
7. Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any securities covered by this statement. Each of Wells, Brandon, Toor, Schoor and Elishis disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
Remarks:
Each of Richard J. Wells, Cheryl Brandon, Kanwaljit Toor, Kalman Schoor and Isser Elishis (collectively, the "Shareholders") is also a reporting person. Since the SEC's filing system will not accept CIK and CCC codes from more than ten joint filers of a report, Waterton Mining Parallel Fund Offshore Master, LP and the Shareholders have filed a separate Form 4 that relates to the same securities reported herein. Thus, in total, there are 12 joint filers: the Shareholders, Waterton Mining Parallel Fund Offshore Master, LP and each of the other persons that is a signatory to this Form 4.
WATERTON MINING PARALLEL FUND OFFSHORE MASTER, LP - By: WATERTON MINING PARALLEL FUND OFFSHORE GP CORP., its general partner /s/ Richard J. Wells 03/09/2018
WATERTON GLOBAL RESOURCE MANAGEMENT, INC. /s/ Richard J. Wells 03/09/2018
WATERTON MINING PARALLEL FUND OFFSHORE GP CORP. /s/ Richard J. Wells 03/09/2018
WATERTON NEVADA SPLITTER, LLC /s/ Isser Elishis 03/09/2018
WATERTON PRECIOUS METALS FUND II CAYMAN, LP - By: WATERTON GLOBAL RESOURCE MANAGEMENT, LP, its general partner - By: WATERTON GLOBAL RESOURCE MANAGEMENT CAYMAN CORP., its general partner /s/ Richard J. Wells 03/09/2018
WATERTON GLOBAL RESOURCE MANAGEMENT, LP - By: WATERTON GLOBAL RESOURCE MANAGEMENT CAYMAN CORP., its general partner /s/ Richard J. Wells 03/09/2018
WATERTON GLOBAL RESOURCE MANAGEMENT CAYMAN CORP. /s/ Richard J. Wells 03/09/2018
** Signature of Reporting Person Date
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