0001193125-13-364846.txt : 20130912 0001193125-13-364846.hdr.sgml : 20130912 20130912091836 ACCESSION NUMBER: 0001193125-13-364846 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130912 DATE AS OF CHANGE: 20130912 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Pretium Resources Inc. CENTRAL INDEX KEY: 0001508844 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85942 FILM NUMBER: 131092765 BUSINESS ADDRESS: STREET 1: 570 GRANVILLE STREET STREET 2: SUITE 1600 CITY: VANCOUVER STATE: A1 ZIP: V6C 3P1 BUSINESS PHONE: 604-558-1784 MAIL ADDRESS: STREET 1: 570 GRANVILLE STREET STREET 2: SUITE 1600 CITY: VANCOUVER STATE: A1 ZIP: V6C 3P1 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Liberty Metals & Mining Holdings, LLC CENTRAL INDEX KEY: 0001534935 IRS NUMBER: 270619441 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 175 BERKELEY STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-357-9500 MAIL ADDRESS: STREET 1: 175 BERKELEY STREET CITY: BOSTON STATE: MA ZIP: 02116 SC 13D/A 1 d597105dsc13da.htm AMENDMENT NO. 1 TO SCHEDULE 13D Amendment No. 1 to Schedule 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

(Amendment No. 1)

 

 

Pretium Resources Inc.

(Name of Issuer)

Common Shares, No Par Value

(Title of Class of Securities)

74139C102

(CUSIP Number)

COPY TO:

Joshua Beiser

Corporate Counsel

Liberty Mutual Insurance

175 Berkeley Street

Boston, MA 02116

Tel: 617-357-9500

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

September 6, 2013

(Dates of Events which Require Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which 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  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

 

* 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 disclosures provided in a prior cover page.

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).

 

 

 


SCHEDULE 13D

 

CUSIP No. 74139C102  

 

  1.   

NAME OF REPORTING PERSONS

 

        Liberty Metals & Mining Holdings, LLC

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS

 

        OO

  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

        ¨         N/A

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

        State of Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.    

SOLE VOTING POWER

 

    6,849,864

     8.   

SHARED VOTING POWER

 

    0 shares

     9.   

SOLE DISPOSITIVE POWER

 

    6,849,864

   10.   

SHARED DISPOSITIVE POWER

 

    0 shares

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

        6,849,864

12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

        N/A

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

        6.6%

14.  

TYPE OF REPORTING PERSON

 

        OO

 

Page 2 of 9


Liberty Metals & Mining Holdings, LLC (“LMMH”) hereby amends the report on Schedule 13D filed with the Commission on May 7, 2013 (the “Schedule 13D”), with respect to the shares of common stock, no par value, of Pretium Resources Inc. (the “Issuer” or “Pretium”). The principal executive offices of the Issuer are located at 570 Granville Street, Suite 1600, Vancouver, British Columbia, Canada, V6C 3P1.

Capitalized terms used by not defined herein have the meaning assigned to them in the Schedule 13D.

Item 1. Security and Issuer

No Modification.

Item 2. Identity and Background

Item 2 is amended with respect to Schedule A, updating the Executive Officers and Directors of LMMH, Liberty Mutual Insurance Company and Liberty Mutual Holding Company Inc.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and restated as follows:

Pursuant to a subscription agreement dated April 22, 2013, between LMMH and Pretium (the “Subscription Agreement”) using capital contributions received from its sole member, on April 26, 2013, LMMH purchased on a private placement basis, 5,780,346 shares of Pretium Common Stock at a price of CAD 6.92 per Purchase Share for a total subscription price of approximately CAD 40 million.

Pursuant to said Subscription Agreement and using capital contributions received from its sole member on September 3, 2013, LMMH purchased on a private placement basis, an additional 1,069,518 shares of Pretium Common Stock at a price of CAD 9.35 per Purchase Share for a total subscription price of approximately CAD 10 million.

Item 4. Purpose of Transaction

No Modification.

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended and restated as follows:

The ownership percentages set for below are based on 102,256,532 (plus the additional shares issued to LMMH) shares of the Issuer’s Common Stock outstanding, as of June 30, 2013.

(a) LMMH owns an aggregate amount of 6,849,864 shares of Pretium Common Stock, which constitutes approximately 6.6% of the 103,326,050 issued and outstanding shares of Pretium Common Stock.

 

Page 3 of 9


(b) LMMH has the sole power to vote or direct the vote of, and the sole power to dispose or direct the disposition of, 6,849,864 shares. LMMH has no shared power to either vote or dispose of the shares.

(c) Except as otherwise described herein, during the 60 days preceding the date of this report, LMMH purchased the following shares of the Issuer’s common stock in a private placement:

 

Date Purchased

 

Shares Acquired

 

Price Per Share

9/06/2013

  1,069,518   CAD 9.35

(d) With respect to LMMH, to the best of its knowledge, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceedings from the sale of, such securities, where such interest relates to either more or less than five percent of the class.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

No Modification.

Item 7. Material to be Filed as Exhibits

No Modification.

 

Page 4 of 9


SIGNATURES

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.

 

    LIBERTY METALS & MINING HOLDINGS, LLC
Dated: September 12, 2013     By   /s/ Diana J. Walters
      Diana J. Walters
      President and Chief Executive Officer

 

Page 5 of 9


SCHEDULE A

Controlling Persons

Liberty Metals & Mining Holdings, LLC, is a Delaware, member-managed, limited liability company. Liberty Mutual Insurance Company, its sole member, is a Massachusetts stock insurance company which is an indirect subsidiary of Liberty Mutual Holding Company Inc., a Massachusetts mutual holding company. Liberty Mutual Holding Company Inc. is the ultimate controlling person of Liberty Metals & Mining Holdings, LLC. Liberty Mutual Holding Company Inc. is a mutual holding company wherein its members are entitled to vote at meetings of the company. No such member is entitled to cast 10% or more of the votes. Liberty Mutual Holding Company Inc. has issued no voting securities.

The officer information for Liberty Metals & Mining Holdings, LLC as well as the director and officer information for Liberty Mutual Insurance Company and Liberty Mutual Holding Company Inc. is as follows:

Liberty Metals & Mining Holdings, LLC

175 Berkeley Street

Boston, Massachusetts 02116

Executive Officers

 

A. Alexander Fontanes    Diana J. Walters    Dennis J. Langwell
Chairman of the Board    Chief Executive Officer,    Chief Financial Officer and
Citizenship: U.S.A.    President and Treasurer    Senior Vice President
   Citizenship: U.S.A.    Citizenship: U.S.A.
Dexter R. Legg      
Secretary and    Christopher Noel Dunn    James F. Kelleher
Vice President    Senior Vice President    Senior Vice President
Citizenship: U.S.A.    Citizenship: British    Citizenship: U.S.A.
Nicholas C. Amos    Gary J. Ostrow    Caury Bailey
Vice President    Vice President    Assistant Treasurer
Citizenship: U.S.A.    Citizenship: U.S.A.    Citizenship: U.S.A.
Kevin Donahue    David G. Hayter    Michael P. Russell
Assistant Treasurer    Assistant Treasurer    Assistant Treasurer
Citizenship: U.S.A.    Citizenship: U.S.A.    Citizenship: U.S.A.
John P. Salmon    Kristin L. Kelley    James R. Pugh
Assistant Treasurer    Assistant Secretary    Assistant Secretary
Citizenship: U.S.A.    Citizenship: U.S.A.    Citizenship: U.S.A.
Joshua E. Beiser      
Assistant Secretary      
Citizenship: U.S.A.      

 

Page 6 of 9


Liberty Mutual Insurance Company

175 Berkeley Street

Boston, Massachusetts 02116

Executive Officers

 

David H. Long

Chairman of the Board, President

and Chief Executive Officer

Citizenship: U.S.A.

  

James P. Condrin, III

Executive Vice President

Citizenship: U.S.A.

   Dexter R. Legg

Vice President and Secretary

Citizenship: U.S.A.

Timothy M. Sweeney

Executive Vice President

Citizenship: U.S.A.

  

A. Alexander Fontanes

Executive Vice President and

Chief Investment Officer

Citizenship: U.S.A.

   Christopher L. Peirce

Executive Vice President

Citizenship: U.S.A.

James M. McGlennon

Senior Vice President and

Chief Information Officer

Citizenship: U.S.A.

  

Laurance H.S. Yahia

Vice President and Treasurer Citizenship: U.S.A.

   Dennis J. Langwell

Senior Vice President and

Chief Financial Officer

Citizenship: U.S.A.

James F. Kelleher

Senior Vice President and

Chief Legal Officer

Citizenship: U.S.A.

  

Paul G. Alexander

Senior Vice President

Citizenship: U.S.A.

   J. Eric Brosius

Senior Vice President and

Corporate Actuary

Citizenship: U.S.A.

Melanie M. Foley

Senior Vice President

Citizenship: U.S.A.

  

John D. Doyle

Vice President and

Comptroller

Citizenship: U.S.A.

   Luis Bonell

Executive Vice President

Citizenship: Spain

Directors

 

David H. Long

Chairman of the Board, President

and Chief Executive Officer

Citizenship: U.S.A.

  

A. Alexander Fontanes

Executive Vice President and

Chief Investment Officer

Citizenship: U.S.A.

   Dennis J. Langwell

Senior Vice President and

Chief Financial Officer

Citizenship: U.S.A.

James F. Kelleher

Senior Vice President and

Chief Legal Officer

Citizenship: U.S.A.

  

Dexter R. Legg

Vice President and Secretary

Citizenship: U.S.A.

   Timothy M. Sweeney

Executive Vice President

Citizenship: U.S.A.

Christopher L. Peirce

Executive Vice President

Citizenship: U.S.A.

  

Paul J. Condrin, III

Executive Vice President

Citizenship: U.S.A.

  

 

Page 7 of 9


Executive Officers and Directors of Ultimate Control Person

Liberty Mutual Holding Company Inc.

175 Berkeley Street

Boston, Massachusetts 02116

Executive Officers

 

David H. Long

Chairman of the Board,

Chief Executive Officer

and President

Citizenship: U.S.A.

  

A. Alexander Fontanes

Executive Vice President and

Chief Investment Officer

Citizenship: U.S.A.

   James P. Condrin, III

Executive Vice President

Citizenship: U.S.A.

Luis Bonell

Executive Vice President

Citizenship: Spain

  

Christopher L. Peirce

Executive Vice President

Citizenship: U.S.A.

   Timothy M. Sweeney

Executive Vice President

Citizenship: U.S.A.

Dennis J. Langwell

Senior Vice President and

Chief Financial Officer

Citizenship: U.S.A.

  

James M. McGlennon

Senior Vice President and

Chief Information Officer

Citizenship: U.S.A.

   Laurance H.S. Yahia

Vice President and Treasurer

Citizenship: U.S.A.

Dexter R. Legg

Vice President and Secretary

Citizenship: U.S.A.

  

James F. Kelleher

Senior Vice President and

Chief Legal Officer

Citizenship: U.S.A.

   Paul G. Alexander

Senior Vice President

Citizenship: U.S.A.

J. Eric Brosius

Senior Vice President and

Corporate Actuary

Citizenship: U.S.A.

  

Melanie M. Foley

Senior Vice President

Citizenship: U.S.A.

   John D. Doyle

Vice President and Comptroller

Citizenship: U.S.A.

Gary J. Ostrow

Vice President

Citizenship: U.S.A.

     

 

Page 8 of 9


Liberty Mutual Holding Company Inc.

175 Berkeley Street

Boston, Massachusetts 02116

Directors

 

David H. Long

Chairman of the Board,

Chief Executive Officer

and President

c/o Liberty Mutual Holding

Company Inc.

Citizenship: U.S.A.

  

Michael J. Babcock

Private Investor

c/o Liberty Mutual Holding

Company Inc.

Citizenship: U.S.A.

   Charles I. Clough, Jr.

Chairman and

Chief Executive Officer

Clough Capital Partners, LP

c/o Liberty Mutual Holding

Company Inc.

Citizenship: U.S.A.

Francis A. Doyle, III

President and

Chief Operating Officer and

President

Connell Limited Partnership

c/o Liberty Mutual Holding

Company Inc.

Citizenship: U.S.A.

  

Nicholas M. Donofrio

Private Investor

c/o Liberty Mutual Holding

Company Inc.

Citizenship: U.S.A.

   John P. Manning

Chief Executive Officer

Boston Capital Corporation

c/o Liberty Mutual Holding

Company Inc.

Citizenship: U.S.A.

Thomas J. May

Chairman, President and

Chief Executive Officer

NSTAR

c/o Liberty Mutual Holding

Company Inc.

Citizenship: U.S.A.

  

Myrtle Stephens Potter

Chief Executive Officer

Myrtle Potter & Company, LLC

c/o Liberty Mutual Holding

Company Inc.

Citizenship: U.S.A.

   Ellen A. Rudnick

Executive Director and Clinical
Professor, Polsky Center for
Entrepreneurship, University of
Chicago Booth School of

Business

c/o Liberty Mutual Holding

Company Inc.

Citizenship: U.S.A.

Martin P. Slark

Vice Chairman and

Chief Executive Officer

Molex Incorporated

c/o Liberty Mutual Holding

Company Inc.

Citizenship: U.S.A.

  

William C. Van Faasen

Private Investor

c/o Liberty Mutual Holding

Company Inc.

Citizenship: U.S.A.

   Annette M. Verschuren

Private Investor

c/o Liberty Mutual Holding

Company Inc.

Citizenship: Canada

 

Page 9 of 9