0001011438-15-000128.txt : 20150218 0001011438-15-000128.hdr.sgml : 20150216 20150217163434 ACCESSION NUMBER: 0001011438-15-000128 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150217 DATE AS OF CHANGE: 20150217 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NovaCopper Inc. CENTRAL INDEX KEY: 0001543418 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86837 FILM NUMBER: 15623318 BUSINESS ADDRESS: STREET 1: SUITE 1950 - 777 DUNSMUIR STREET CITY: VANCOUVER STATE: A1 ZIP: V7Y 1K4 BUSINESS PHONE: (604) 669-6227 MAIL ADDRESS: STREET 1: SUITE 1950 - 777 DUNSMUIR STREET CITY: VANCOUVER STATE: A1 ZIP: V7Y 1K4 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PAULSON & CO INC CENTRAL INDEX KEY: 0001035674 IRS NUMBER: 133796759 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 212-956-2221 MAIL ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 SC 13G/A 1 form_sc13ga-novacopper.htm form_sc13ga-novacopper.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

NovaCopper Inc.
(Name of Issuer)

Common Shares, no par value
(Title of Class of Securities)

66988K102
(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)
[   ]
 Rule 13d-1(c)
[   ]
 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 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).

Continued on following pages
Page 1 of 6 Pages

 
 
 

CUSIP NO.  66988K102
Page 2 of 6 Pages


1.
Names of Reporting Persons

Paulson & Co. Inc.


2.
Check the Appropriate Box If a Member of a Group (See Instructions)
a.  
[   ]
b.  
[X]

3.
SEC Use Only

4.
Citizenship or Place of Organization

State of Delaware

 
5.
Sole Voting Power
Number of
Shares
  
11,488,249 (see Notes 1 and 2 to Item 4 below)
Beneficially
Owned By
Each
6.
Shared Voting Power
0
Reporting
Person
With
7.
Sole Dispositive Power
11,488,249 (see Notes 1 and 2 to Item 4 below)
 
8.
Shared Dispositive Power
   
0


9.
Aggregate Amount Beneficially Owned by Each Reporting Person

11,488,249 (see Notes 1 and 2 to Item 4 below)

10.
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[   ]

11.
Percent of Class Represented By Amount in Row (9)


18.12%

12.
Type of Reporting Person (See Instructions)

IA
 
 
 

CUSIP NO.  66988K102
Page 3 of 6 Pages


 
Item 1(a).
Name of Issuer:
   
 
NovaCopper Inc.
   
Item 1(b).
Address of the Issuer's Principal Executive Offices:
   
 
Suite 1950, 777 Dunsmuir Street
 
Vancouver, British Columbia
 
Canada, V7Y 1K4
   
Item 2(a).
Name of Person Filing
   
 
Paulson & Co. Inc.
   
Item 2(b).
Address of Principal Business Office or, if None, Residence:
   
 
1251 Avenue of the Americas, New York, NY 10020

Item 2(c).
Citizenship:
   
 
Delaware corporation
   
Item 2(d).
Title of Class of Securities:
 
 
Common Shares, no par value
 
Item 2(e).
CUSIP Number:
   
 
66988K102

 
 
 

CUSIP NO.  66988K102
Page 4 of 6 Pages


Item 3.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
 
      
 
(e)   Paulson & Co. Inc. is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940.
 
      
Item 4.
Ownership:
      
         
Item 4(a).
Amount Beneficially Owned: 11,488,249 (see Notes 1 and 2)
      
         
Item 4(b).
Percent of Class: 18.12%
      
         
Item 4(c).
Number of shares as to which such person has:
      
         
 
(i)
Sole power to vote or direct the vote: 11,488,249 (see Notes 1 and 2)
  
 
(ii)
Shared power to vote or to direct the vote: 0
      
 
(iii)
Sole power to dispose or to direct the disposition of: 11,488,249 (see Notes 1 and 2)
      
 
(iv)
Shared power to dispose or to direct the disposition of: 0
      
 
Note 1: Paulson & Co. Inc. (“Paulson”), an investment advisor that is registered under the Investment Advisors Act of 1940, and its affiliates furnish investment advice to and manage onshore and offshore investment funds and separate managed accounts (such investment funds and accounts, the “Funds”).  In its role as investment advisor, or manager, Paulson possesses voting and/or investment power over the securities of the Issuer described in this schedule that are owned by the Funds.  All securities reported in this schedule are owned by the Funds.  Paulson disclaims beneficial ownership of such securities.
 
Note 2: This number consists of (i) 8,727,379 shares of Common Stock, and (ii) 2,760,870 shares of Common Stock underlying currently exercisable Warrants.
    

 
 
 

CUSIP NO.  66988K102
Page 5 of 6 Pages



Item 5.
Ownership of Five Percent or Less of a Class:
   
 
Not applicable.
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person:
   
 
All securities reported in this schedule are owned by Paulson’s advisory clients, none of which to Paulson’s knowledge owns more than 5% of the class.  Paulson itself disclaims beneficial ownership of all such securities.
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
   
 
Not applicable.
   
Item 8.
Identification and Classification of Members of the Group:
   
 
Not applicable.
   
Item 9.
Notice of Dissolution of Group:
   
 
Not applicable.
   
Item 10.
Certification:

 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.


 
 
 

CUSIP NO.  66988K102
Page 6 of 6 Pages


SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.




Date:  February 17, 2015
PAULSON & CO. INC.
   
 
By:          /s/ Stuart L. Merzer
 
Stuart L. Merzer
 
General Counsel & Chief Compliance Officer