Amended Statement of Beneficial Ownership (sc 13d/a)
26 February 2018 - 10:13PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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_______________
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SCHEDULE 13D/A
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
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Under the Securities Exchange Act of 1934
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(Amendment No. 1)
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Turquoise
Hill Resources Ltd.
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(Name of Issuer)
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Common Shares,
no par value per share
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(Title of Class of Securities)
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900435108
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(CUSIP Number)
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Kathlyne Kiaie
c/o SailingStone Capital Partners LLC
One California Street, 30th Floor
San Francisco, California 94111
(415) 429-5178
with a copy to:
Marc Weingarten, Esq.
Aneliya Crawford, Esq.
Schulte Roth & Zabel LLP
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919 Third Avenue
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New York, New York 10022
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(212) 756-2000
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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February
23, 2018
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(Date of Event which Requires
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Filing of this Schedule)
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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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.
ý
NOTE:
Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 8 Pages)
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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).
CUSIP No.
900435108
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SCHEDULE 13D/A
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Page
2
of 8 Pages
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1
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NAME OF REPORTING PERSON
SailingStone Capital Partners LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
231,172,448
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
231,172,448
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
231,172,448
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)
11.49%
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14
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TYPE OF REPORTING PERSON
IA
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CUSIP No.
900435108
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SCHEDULE 13D/A
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Page
3
of 8 Pages
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1
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NAME OF REPORTING PERSONS
SailingStone Holdings LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
231,172,448
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
231,172,448
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
231,172,448
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)
11.49%
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14
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TYPE OF REPORTING PERSON
HC
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CUSIP No.
900435108
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SCHEDULE 13D/A
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Page
4
of 8 Pages
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1
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NAME OF REPORTING PERSONS
MacKenzie B. Davis
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
231,172,448
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
231,172,448
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
231,172,448
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)
11.49%
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14
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TYPE OF REPORTING PERSON
HC; IN
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CUSIP No.
900435108
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SCHEDULE 13D/A
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Page
5
of 8 Pages
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1
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NAME OF REPORTING PERSONS
Kenneth L. Settles Jr.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
231,172,448
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
231,172,448
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
231,172,448
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)
11.49%
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14
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TYPE OF REPORTING PERSON
HC; IN
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CUSIP No.
900435108
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SCHEDULE 13D/A
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Page
6
of 8 Pages
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This Amendment No. 1 ("
Amendment No. 1
") amends
and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "
SEC
") on
February 1, 2018 (the "
Original Schedule 13D
", and together with Amendment No. 1, the "
Schedule 13D
")
with respect to the common shares, no par value per share ("
Shares
"), of Turquoise Hill Resources Ltd., a Yukon
corporation (the "
Issuer
"). Capitalized terms used herein and not otherwise defined in this Amendment No. 1 shall
have the meanings set forth in the Schedule 13D. This Amendment No. 1 amends Items 3, 4, 5 and 7 as set forth below.
Item 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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Item 3 is hereby amended and restated to read as follows:
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The Shares herein reported as being beneficially
owned by the Reporting Persons were acquired by SailingStone directly acting solely on behalf of its investment advisory clients. SailingStone
has purchased a total of 231,172,448 Shares in open-market purchases for an aggregate consideration of $742,715,973 (exclusive
of brokerage commissions). To the best knowledge of the Reporting Persons, the funds used in such purchases were from
SailingStone's available investment capital and none of the consideration for such Shares was represented by borrowed funds.
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Item 4.
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PURPOSE OF TRANSACTION.
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Item 4 of the Schedule 13D is hereby supplemented by the addition of the following:
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The Reporting Persons intend to have discussions with the Issuer's board of directors (the "
Board
"), management, shareholders, and other interested parties with respect to, among other things, the Issuer's and its projects' operations, management, Board composition, including related conflicts of interest, capital or corporate structure, capital allocation, strategy and plans, executive compensation and a potential strategic review, and may pursue other plans or proposals that relate to or would result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D.
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Item 5.
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INTEREST IN SECURITIES OF THE ISSUER.
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Item 5 is hereby amended and restated to read as follows:
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The aggregate percentage of Shares reported to be beneficially owned by the Reporting Persons is based upon 2,012,314,469 Shares outstanding as of November 2, 2017, as reported in the Issuer's Report of Foreign Private Issuer on Form 6-K filed with the SEC on November 2, 2017.
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As of the date hereof, the Reporting Persons collectively may be deemed to beneficially own 231,172,448 Shares, which represents 11.49% of the outstanding Shares. The number of Shares which may be deemed to be beneficially owned by the Reporting Persons are as follows:
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CUSIP No.
900435108
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SCHEDULE 13D/A
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Page
7
of 8 Pages
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Shares Deemed to be
Beneficially Owned By:
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Nature of Ownership:
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Percentage
of Class:
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(A)
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SailingStone
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231,172,448
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Sole Voting and Sole Dispositive Power (1)
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11.49%
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(B)
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SailingStone Holdings
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231,172,448
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Shared Voting and Shared Dispositive Power (2)
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11.49%
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(C)
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Davis
: 231,172,448
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Shared Voting and Shared Dispositive Power (3)
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11.49%
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(D)
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Settles
: 231,172,448
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Shared Voting and Shared Dispositive Power (4)
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11.49%
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___________________
(1)
Such Shares are owned by investment advisory clients of SailingStone. By reason of its investment advisory relationship
with such clients, SailingStone is deemed to have sole voting and sole dispositive power over such Shares. The economic interest
in such Shares is held by such clients.
(2)
Because SailingStone Holdings is the general partner of SailingStone GP LP which serves as managing member of SailingStone,
SailingStone Holdings could be deemed to share the power to vote and dispose or direct the disposition of such Shares.
(3)
Because Davis is a managing member of SailingStone Holdings and a control person of SailingStone Holdings and SailingStone,
he could be deemed to share the power to vote and dispose or direct the disposition of such Shares.
(4)
Because Settles is a managing member of SailingStone Holdings and a control person of SailingStone Holdings and SailingStone,
he could be deemed to share the power to vote and dispose or direct the disposition of such Shares.
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TRANSACTIONS
Information concerning transactions in the Shares
effected by the Reporting Persons since the filing of the Original Schedule 13D is set forth in Exhibit E hereto and is incorporated
herein by reference.
No person other than SailingStone and the Reporting Persons are known to have the right to receive, or the
power to direct the receipt of dividends from, or proceeds from the sale of, such Shares.
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Item 7.
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MATERIALS FILED AS EXHIBITS.
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Item 7 is hereby amended and supplemented as follows:
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Exhibit E -
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Transactions in Securities of the Issuer Since the Filing of the Original Schedule 13D
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CUSIP No.
900435108
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SCHEDULE 13D/A
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Page
8
of 8 Pages
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SIGNATURES
After reasonable inquiry and to the best
of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Dated: February 26, 2018
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SailingStone Capital Partners LLC*
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By:
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/s/ Kathlyne Kiaie
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Name:
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Kathlyne Kiaie
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Title
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Chief Compliance Officer
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SailingStone Holdings LLC*
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By:
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/s/ MacKenzie B. Davis
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Name:
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MacKenzie B. Davis
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Titl
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Managing Member
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MacKenzie B. Davis*
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By:
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/s/ MacKenzie B. Davis
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Name:
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MacKenzie B. Davis
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Kenneth L. Settles Jr.*
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By:
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/s/ Kenneth L. Settles Jr.
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Name:
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Kenneth L. Settles Jr.
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* The Reporting Persons disclaim beneficial ownership in the Shares represented herein except to the extent of their pecuniary interest therein.
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EXHIBIT E
TRANSACTIONS
IN SECURITIES OF THE ISSUER SINCE THE FILING OF THE ORIGINAL SCHEDULE 13D BY THE REPORTING PERSONS
No transactions in the Shares have been effected
by the Reporting Persons or to the best knowledge of the Reporting Persons, by any executive officer, director, managing member,
affiliate or subsidiary of any of the Reporting Persons since the filing of the Original Schedule 13D, except the following transaction,
which was made in a broker's transaction in the open market:
Reporting Person
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Sale/Purchase
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Date
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No. of Shares
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Average Price
Per Share
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SailingStone
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Purchase
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2/16/2018
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1,110,300
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$2.84
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SailingStone
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Purchase
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2/20/2018
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750,000
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$2.84
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SailingStone
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Purchase
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2/21/2018
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900,000
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$2.78
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SailingStone
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Purchase
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2/22/2018
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727,203
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$2.74
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