FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NovaCopper Inc. [ NCQ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/31/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Shares | 12/31/2015 | J(1) | 5,608,352 | D | (1) | 0(1) | I | By Electrum Global Holdings L.P.(2)(5) | ||
Common Shares | 12/31/2015 | J(1) | 16,022,449 | D | (1) | 0(1) | I | By Electrum Strategic Resources L.P.(2)(5) | ||
Common Shares | 21,630,801 | I | By Electrum Strategic Opportunities Fund L.P.(3)(5) | |||||||
Common Shares | 10,000 | I | By Tigris Financial Group Ltd.(4)(5) | |||||||
Common Shares | 833,333 | I | By GRAT Holdings LLC(2)(5) | |||||||
Common Shares | 113,739 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrants (right to buy) | $1.6 | 12/31/2015 | J(1) | 2,760,870 | 07/07/2014 | 07/07/2019 | Common Shares | 2,760,870 | (1) | 0(1) | I | By Electrum Strategic Resources L.P.(2)(5) | |||
Warrants (right to buy) | $1.6 | 07/07/2014 | 07/07/2019 | Common Shares | 2,760,870 | 2,760,870 | I | By Electrum Strategic Opportunities Fund L.P.(3)(5) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. On 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. |
2. Global 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. |
3. ESOF 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. |
4. Mr. Kaplan is the sole shareholder of Tigris. |
5. In 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. |
/s/ Thomas S. Kaplan | 01/05/2016 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |