UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)¹

Hudbay Minerals Inc.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

443628102

(CUSIP Number)

KANWALJIT TOOR

199 Bay Street, Suite 5050

Toronto, Ontario M5L 1E2

+1 416 504 3508

STEVE WOLOSKY, ESQ.

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 24, 2018

(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 is 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.

1              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).

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by each of Waterton Mining LP and Waterton Fund II were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule B, which is incorporated by reference herein. The aggregate purchase price of the 9,617,234 Shares beneficially owned by Waterton Mining LP is approximately C$60,023,064, excluding brokerage commissions. The aggregate purchase price of the 9,617,236 Shares beneficially owned by Waterton Fund II is approximately C$60,023,076, excluding brokerage commissions.

Item 4 is hereby amended to add the following:

On October 24, 2018, WGRM Inc. and certain of its affiliates (collectively, “Waterton”), delivered a letter (the “October 24 Letter”) to the Issuer’s board of directors (the “Board”) in response to the Issuer’s press release issued on October 23, 2018. In the October 24 Letter, Waterton reiterated its reasoning for requisitioning a special meeting of shareholders (the “Special Meeting”) to have the Issuer adopt a resolution urging the Board to seek shareholder approval for certain material transactions including acquisitions and joint ventures.

Waterton noted, among other things, that since the publication of the Bloomberg article dated October 4, 2018, citing a potential transaction between the Issuer and Mantos Copper S.A, the Issuer’s share price has declined 18.84%¹ and the Issuer has underperformed the COPX by greater than 50%². Additionally, Waterton has received numerous calls from shareholders of the Issuer who have been unanimous in their view that the Issuer should not enter into any material transaction including acquisitions or joint ventures. Waterton further explained that the Special Meeting resolution is intended to ensure that in the event that the Board feels it has a compelling acquisition it wishes to pursue, it should openly and transparently put that transaction to a shareholder vote.

Waterton, as a private equity investor that seeks opportunities to build long term value within its portfolio and as one of the largest owners of the Issuer, reiterated that its interests are unquestionably aligned with that of the Issuer’s other shareholders.

In addition, Waterton stated that it looks forward to its meeting on November 1, 2018 with Mr. Hibben, the Chairman of the Board and the Chair of the Issuer’s Governance and Nominating Committee, and the other members of the Board to discuss the shareholder proposal and reconstitution of the Board.

A copy of the October 24 Letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

¹ As at market close on October 23, 2018.

² As at market close on October 23, 2018.

Items 5(a)-(c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 261,271,188 Shares outstanding, as of June 30, 2018, which is the total number of Shares outstanding as reported in Exhibit 99.2 to the Issuer’s Report of foreign issuer on Form 6-K filed with the Securities and Exchange Commission on August 1, 2018.

Percentage: Approximately 3.7%

Percentage: Approximately 3.7%

Percentage: Approximately 3.7%

Percentage: Approximately 3.7%

Percentage: Approximately 3.7%

Percentage: Approximately 7.4%

Percentage: Approximately 7.4%

Item 7 is hereby amended to add the following exhibit:

SIGNATURES

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

Dated: October 24, 2018

SCHEDULE A

Transactions in the Shares Since the Filing of the Schedule 13D

Waterton Mining Parallel Fund Offshore Master, LP

Waterton Precious Metals Fund II Cayman, LP

* The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from C$5.11 to C$5.95. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth herein.

Exhibit 99.1

October 24, 2018

Hudbay Minerals Inc.
25 York Street, Suite 800
Toronto, ON

M5J 2V5

Members of the Board:

As you know, funds managed by Waterton Global Resource Management, Inc. (“Waterton” or “we”) own approximately 7.4% of the issued and outstanding shares of Hudbay Minerals Inc. (“Hudbay” or the “Company”).

As acknowledged in your press release yesterday, on October 23, 2018, Waterton requisitioned a special meeting of shareholders. In our October 19, 2018 letter to the board of directors of the Company (the “Board”) we described our intention to immediately requisition a special meeting of shareholders (the “Special Meeting”) to have the Company adopt a resolution urging the Board to seek shareholder approval for certain material transactions including acquisitions and joint ventures.

Waterton was forced to take this extraordinary step because of the Board’s baffling approach to capital allocation and investor communication. Since the publication of the Bloomberg article dated October 4, 2018 (the “Bloomberg Article”) citing a potential transaction between Hudbay and Mantos Copper S.A., Hudbay’s share price has declined 18.84%¹ and the Company has underperformed the COPX by greater than 50%². In our view, this substantial underperformance is largely attributable to investor concern that the Company will enter into an ill-conceived and value destructive transaction. The Company has further fueled investor anxiety by not denying or adequately addressing these concerns.

Since the Bloomberg Article, we have received numerous calls from shareholders representing 35-40% of the Company who have been unanimous in their view that Hudbay should not enter into any material transaction including acquisitions or joint ventures. The Special Meeting resolution is intended to ensure that in the event that the Board feels it has a compelling acquisition it wishes to pursue, it should openly and transparently put that transaction to a shareholder vote. The only reason we can conceive for the Board to evade the judgement of shareholders would be to enter into yet another ill-conceived, value destructive transaction, that would serve as a “poison pill” to further entrench the Board.

We note with some amusement that the Board, who has presided over a massive destruction of shareholder value, has chosen to highlight the “recency” of our investment in Hudbay. Let us be clear about two things. First, Waterton is a private equity investor that seeks opportunities to build long term value within its portfolio. Second, Waterton owns approximately 19,234,470 common shares, making us one of the largest owners of the Company, while the ten member Board, who purports to represent the interests of shareholders, owns a paltry 311,376 common shares, according to public filings. There is no question among your investors as to who is more aligned with shareholders.

Our substantial ownership interest has led us to take decisive action to prevent the further destruction of the value of our shares, and those of our fellow shareholders. We agree that a proxy contest would burden shareholders (including Waterton) with unnecessary costs as the Board wages a battle against the true owners of the Company. The simple solution is for members of the Board to act as independent fiduciaries and voluntarily adopt the Special Meeting resolution.

¹ As at market close on October 23, 2018.

² As at market close on October 23, 2018.

We are looking forward to our November 1, 2018 meeting with Mr. Hibben and the other members of the Board to discuss this matter as well as reconstituting the Board to add highly qualified individuals who will bring urgently required shareholder perspective and skills and experience to boardroom discussions. While the meeting has not occurred on the urgent timeline that we had proposed, we hope the Board will come with an open mind, as we look forward to having a productive and meaningful dialogue.

Sincerely,

Isser Elishis