SEC Form 4 · accession 0001193805-16-002159
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
Dec 31, 2015
Accepted (ET)
Jan 5, 2016 · 5:28 pm EST
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,F2,F5 | Dec 31, 2015 | J | 5,608,352 | — | D | 0 | I | By Electrum Global Holdings L.P. |
| Common SharesF1,F2,F5 | Dec 31, 2015 | J | 16,022,449 | — | D | 0 | I | By Electrum Strategic Resources L.P. |
| Common SharesF3,F5 | holding | — | — | — | 21,630,801 | I | By Electrum Strategic Opportunities Fund L.P. | |
| Common SharesF4,F5 | holding | — | — | — | 10,000 | I | By Tigris Financial Group Ltd. | |
| Common SharesF2,F5 | holding | — | — | — | 833,333 | I | By GRAT Holdings LLC | |
| Common Shares | holding | — | — | — | 113,739 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants (right to buy)F1,F2,F5 | $1.60 | Dec 31, 2015 | J | 2,760,870 | D | Jul 7, 2014 | Jul 7, 2019 | Common Shares | 2,760,870 | 0 | I |
| Warrants (right to buy)F3,F5 | $1.60 | holding | — | — | — | Jul 7, 2014 | Jul 7, 2019 | Common Shares | 2,760,870 | 2,760,870 | I |
Explanation of responses
- F1On December 31, 2015, as part of an internal reorganization, Electrum Global Holdings L.P. ("Global Holdings") contributed 5,608,352 of the Issuer's common shares owned directly by it to Electrum Strategic Opportunities Fund L.P. ("ESOF"), an investment fund managed by The Electrum Group LLC ("TEG Services"). In addition, on the same date, Global Holdings caused Electrum Strategic Resources L.P. ("Electrum Strategic") to contribute to ESOF 16,022,449 of the Issuer's common shares and warrants to purchase 2,760,870 of the Issuer's common shares. Accordingly, ESOF directly holds all of the securities previously reported as being indirectly beneficially owned through Global Holdings and Electrum Strategic. In connection with the foregoing contribution, Global Holdings received a limited partnership interest in ESOF. On December 31, 2015, the closing price per common share of the Issuer was $0.28.
- 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 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 Mr. Kaplan.
- F3ESOF is an investment fund, of which TEG Services is the investment adviser. Global Holdings owns (i) a limited partnership interest in ESOF (ii) a limited partnership interest in Electrum Strategic Opportunities Fund GP L.P. (the "ESOF General Partner"), the general partner of ESOF, and (iii) 100% of the equity interests of ESOF GP Ltd., which is the general partner of the ESOF General Partner. Global GP is the sole general partner of, and TEG Services is the investment adviser to, Global Holdings. Global GP is principally owned and controlled, indirectly, by GRAT Holdings. GRAT Holdings is owned by trusts for the benefit of family members of Dr. Kaplan.
- F4Mr. Kaplan is the sole shareholder of Tigris.
- F5In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by Tigris, Global Holdings, GRAT Holdings, Electrum Strategic and ESOF 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.