0001140361-16-047242.txt : 20160108 0001140361-16-047242.hdr.sgml : 20160108 20160108134756 ACCESSION NUMBER: 0001140361-16-047242 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160108 DATE AS OF CHANGE: 20160108 GROUP MEMBERS: SENTRY INVESTMENTS INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRIMERO MINING CORP CENTRAL INDEX KEY: 0001455886 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86623 FILM NUMBER: 161332552 BUSINESS ADDRESS: STREET 1: 79 WELLINGTON ST WEST STREET 2: SUITE 2100, PO BOX 139 CITY: TORONTO STATE: A6 ZIP: M5K 1H1 BUSINESS PHONE: 604-669-0040 MAIL ADDRESS: STREET 1: 79 WELLINGTON ST WEST STREET 2: SUITE 2100, PO BOX 139 CITY: TORONTO STATE: A6 ZIP: M5K 1H1 FORMER COMPANY: FORMER CONFORMED NAME: MALA NOCHE RESOURCES CORP DATE OF NAME CHANGE: 20090210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sentry Investments Corp. CENTRAL INDEX KEY: 0001430427 IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: COMMERCE COURT WEST, 199 BAY STREET STREET 2: SUITE 2700, P.O. BOX 108 CITY: TORONTO STATE: A6 ZIP: M5L 1E2 BUSINESS PHONE: 416.861.8729 MAIL ADDRESS: STREET 1: COMMERCE COURT WEST, 199 BAY STREET STREET 2: SUITE 2700, P.O. BOX 108 CITY: TORONTO STATE: A6 ZIP: M5L 1E2 FORMER COMPANY: FORMER CONFORMED NAME: Sentry Select Capital Corp. DATE OF NAME CHANGE: 20120222 FORMER COMPANY: FORMER CONFORMED NAME: Sentry Select Capital Corp DATE OF NAME CHANGE: 20080321 SC 13G 1 doc1.htm NONE Schedule 13G
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
 
Under the Securities Exchange Act of 1934
(Amendment No. n/a )*
 
PRIMERO MINING CORP 
(Name of Issuer)
 
Common Shares
(Title of Class of Securities)
 
74164W106
(CUSIP Number)
 
December 31, 2014
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
     x  Rule 13d-1(b)
 
     o  Rule 13d-1(c)
 
     o  Rule 13d-1(d)
 
* 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 the disclosures provided in a prior cover page.
 
The information required in 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.  74164W106      
 
      
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 Sentry Investments Corp.
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a)   o
 (b)   o
   
3 SEC USE ONLY
  
  
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION
  
 Province of Ontario, Canada
    
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER
  
 10,312,236
   
6 SHARED VOTING POWER
  
 0
   
7 SOLE DISPOSITIVE POWER
  
 10,312,236
   
8 SHARED DISPOSITIVE POWER
  
 0
   
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 10,312,236
   
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
 o
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
 6.45%
   
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
 CO
 

FOOTNOTES
  
 
 
 
 
 
CUSIP No.  74164W106      
 
      
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 Sentry Investments Inc.
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a)   o
 (b)   o
   
3 SEC USE ONLY
  
  
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION
  
 Province of Ontario, Canada
    
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER
  
 10,312,236
   
6 SHARED VOTING POWER
  
 0
   
7 SOLE DISPOSITIVE POWER
  
 10,312,236
   
8 SHARED DISPOSITIVE POWER
  
 0
   
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 10,312,236
   
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
 o
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
 6.45%
   
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
 CO
 

FOOTNOTES
  
 
 
 
 
 
Item 1.

 
(a)
Name of Issuer
 
 
PRIMERO MINING CORP

 
(b)
Address of Issuer’s Principal Executive Offices
 
 
79 Wellington Street West
TD South Tower, Suite 2100
Toronto, Ontario
M5K 1H1

Item 2.

 
(a)
Name of Person Filing
 
 
i) Sentry Investments Corp.
ii) Sentry Investments Inc.

 
(b)
Address of Principal Business Office or, if none, Residence
 
 
199 Bay Street, Suite 2700
Commerce Court West, PO Box 108
Toronto, Ontario
M5L 1E2
Canada

 
(c)
Citizenship
 
 
i) Province of Ontario, Canada
ii) Province of Ontario, Canada

 
(d)
Title of Class of Securities
 
 
Common Shares

 
(e)
CUSIP Number
 
 
74164W106

 
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 
(a)
o
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 
(b)
o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 
(c)
o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 
(d)
o
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 
(e)
o
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 
(f)
o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 
(g)
o
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 
(h)
o
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 
(i)
o
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 
(j)
x
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).

 
(k)
o
A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: Sentry Investments Inc. is an investment fund manager and portfolio manager

 
 
 
 
 
Item 4.
Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 
(a)
Amount beneficially owned: 10,312,236

 
(b)
Percent of class: 6.45%

 
(c)
Number of shares as to which the person has:

 
(i)
Sole power to vote or to direct the vote: 10,312,236

 
(ii)
Shared power to vote or to direct the vote: 0

 
(iii)
Sole power to dispose or to direct the disposition of: 10,312,236

 
(iv)
Shared power to dispose or to direct the disposition of: 0

Item 5.
Ownership of Five Percent or Less of a Class
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o .
 
n/a
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
n/a
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
 
n/a
 
Item 8.
Identification and Classification of Members of the Group
 
n/a
 
Item 9.
Notice of Dissolution of Group
 
n/a
 
 
 
 
 
 
Item 10.
Certification
  
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to investment fund managers and portfolio managers is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
 
 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
 Sentry Investments Corp.
 
    
Date: January 08, 2016
By:
/s/  Sean Driscoll 
   Name: Sean Driscoll 
   Title:  Chief Executive Officer 
    
 
 
 
 Sentry Investments Inc.
 
    
Date: January 08, 2016
By:
/s/  Sean Driscoll 
   Name: Sean Driscoll 
   Title:  Chief Executive Officer 
    
 
Footnotes:
Item 4(a) Amount beneficially owned: 10,312,236 shares of common shares beneficially owned by Sentry Investments Inc. Sentry Investments Inc. is the wholly-owned subsidiary of Sentry Investments Corp.

Item 10 Certification: By signing above I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibit A
Agreement of Joint Filing
Primero Mining Corp.
Common Shares

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the above signed hereby confirm the agreement by and among them to the joint filing on behalf of each of them of a Statement on Schedule 13G, and any and all amendments thereto, with respect to the above referenced securities and that this Agreement be included as an Exhibit to such filing.

Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)