SEC Form 4 · accession 0001193805-15-001035
Trilogy Metals Inc. · TMQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Thomas Scott Kaplan
Other
Electrum Group LLC
Other
Leopard Holdings LLC
Other
GRAT Holdings LLC
Other
TEG Global GP Ltd.
Other
Period of report
Jun 22, 2015
Accepted (ET)
Jun 24, 2015 · 4:59 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001543418
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common SharesF1,F3 | holding | — | — | — | 10,000 | I | By Tigris Financial Group Ltd. | |
| Common SharesF2,F3 | holding | — | — | — | 5,608,532 | I | By Electrum Global Holdings L.P. | |
| Common SharesF2,F3 | holding | — | — | — | 833,333 | I | By GRAT Holdings LLC | |
| Common SharesF2,F3 | holding | — | — | — | 16,022,449 | I | By Electrum Strategic Resources L.P. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred Shares UnitsF4 | — | Jun 22, 2015 | A | 1,177 | A | — | — | Common Shares | 1,177 | 113,740 | D |
| Deferred Shares UnitsF5 | — | holding | — | — | — | — | — | Common Shares | 166 | 166 | D |
Explanation of responses
- F1Dr. Kaplan is the sole shareholder of Tigris.
- F2Global Holdings owns all of the limited partnership interests of Electrum Strategic Resources L.P. ("Electrum Strategic") and all of the equity interests of Electrum Strategic Management LLC, the general partner of Electrum Strategic. TEG Global GP Ltd. ("Global GP") is the sole general partner of, and The Electrum Group LLC ("TEG Services") is the investment adviser to, Global Holdings. Global GP is principally owned and controlled, indirectly, by GRAT Holdings LLC ("GRAT Holdings"). GRAT Holdings is owned by trusts for the benefit of family members of Dr. Kaplan.
- F3In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by Tigris, Global Holdings, GRAT Holdings and Electrum Strategic is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, each reporting person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
- F4Each Deferred Share Unit ("DSU") is the economic equivalent of one share of the Issuer's common stock. The DSUs vested immediately upon issuance; however, the underlying common shares will not be issued to the reporting person, and the reporting person shall not have any voting or dispositive rights with respect to the underlying common shares, until termination of the reporting person's employment or services as a director of the Issuer. The grants will expire no later than 90 days after the reporting person's termination date. Dr. Kaplan ceased to serve as a director of the Issuer on June 19, 2015 and may elect to convert his DSUs into an aggregate of 113,739 of the Issuer's ordinary shares.
- F5As previously reported in an Amendment to Form 3 filed by Thomas S. Kaplan on May 6, 2013, the Dr. Kaplan holds 166 DSUs awarded to him by the Issuer on April 30, 2012, which vested immediately upon issuance. Dr. Kaplan will not have any voting or dispositive rights with respect to the common shares underlying such DSUs, until termination of the reporting person's service as a director of NovaGold Resources Inc. Such DSU grants will expire no later than 90 days after Dr. Kaplan's termination date.