SEC Form 4 · accession 0001144204-18-014460
Klondex Mines Unlimited Liability Co · KLDX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Shares, no par value ("Common Shares")F1,F2,F3,F4,F5,F6,F7 | Mar 9, 2018 | P | 10,300 | $1.38 | A | 7,161,288 | D | |
| Common SharesF1,F2,F3,F4,F5,F6,F7 | Mar 9, 2018 | P | 10,300 | $1.38 | A | 9,771,983 | I | See footnotes |
| Common SharesF2,F1,F3,F4,F5,F6,F7 | Mar 12, 2018 | P | 250 | $1.37 | A | 7,161,538 | D | |
| Common SharesF2,F1,F3,F4,F5,F6,F7 | Mar 12, 2018 | P | 250 | $1.37 | A | 9,772,233 | I | See footnotes |
Table II — derivative securities
Explanation of responses
- F1On March 9, 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 10,300 Common Shares at an average price of Cdn$1.77. Converted into USD using an exchange rate of Cdn$1.2840=US$1.00 as of March 9, 2018, the average price at which the Common Shares were purchased was US$1.38 per share.
- F2On March 12, 2018, each of Waterton Mining LP and Waterton Fund II purchased 250 Common Shares at an average price of US$1.37.
- F3In 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.
- F4WGRM 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.
- F5After giving effect to the transactions reported on this Form 4, Waterton Mining LP directly beneficially owns 7,161,538 Common Shares.
- F6Continued from footnote 5: The remaining 9,772,233 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 7,172,233 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 7,161,538 Common Shares. Each of WGRM LP and WGRM Corp. indirectly beneficially owns 9,772,233 Common Shares (excluding the warrants referred to above). Each of WGRM Inc., Wells, Brandon, Toor, Schoor and Elishis indirectly beneficially owns 16,933,771 Common Shares (excluding the warrants referred to above).
- F7Each 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 Waterton Global Resource Management, Inc., Waterton Mining Parallel Fund Offshore GP Corp., Waterton Nevada Splitter, LLC, Waterton Precious Metals Fund II Cayman, LP, Waterton Global Resource Management, LP and Waterton Global Resource Management Cayman Corp. (collectively, the "Entities") 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 Entities have filed a separate Form 4 that relates to the same securities reported herein. Thus, in total, there are 12 joint filers: the Entities, Waterton Mining Parallel Fund Offshore Master, LP and each of the other persons that is a signatory to this Form 4.