SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Form 3 Holdings Reported.
  
Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
SPROTT RESOURCE CORP

(Last) (First) (Middle)
ROYAL BANK PLAZA, SOUTH TOWER
200 BAY STREET, SUITE 2750, P.O. BOX 90

(Street)
TORONTO A6 M5J 2J2

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Independence Contract Drilling, Inc. [ ICD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
08/17/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 3,525,000 I(1) By Sprott Resource Partnership(1)(2)
Common Stock 12,272 I(3) See Footnotes(2)(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
SPROTT RESOURCE CORP

(Last) (First) (Middle)
ROYAL BANK PLAZA, SOUTH TOWER
200 BAY STREET, SUITE 2750, P.O. BOX 90

(Street)
TORONTO A6 M5J 2J2

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Sprott Resource Partnership

(Last) (First) (Middle)
ROYAL BANK PLAZA, SOUTH TOWER
200 BAY STREET, SUITE 2750, P.O. BOX 90

(Street)
TORONTO A6 M5J 2J2

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The reported securities are owned directly by Sprott Resource Partnership ("SRP"), which is controlled by Sprott Resource Corp. ("SRC"). SRC is an indirect beneficial owner of the reported securities.
2. The reporting person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
3. Represents Restricted Shares granted to Mr. Arthur Einav on August 20, 2014 that will vest ratably on each of the first three anniversaries of the date of grant. On August 19, 2015, Mr. Einav and SRP entered into an Investee Director Compensation Agreement pursuant to which the Restricted Shares are held by Mr. Einav for the benefit of SRP, which is controlled by SRC (Mr. Einav serves as as Managing Director, General Counsel and Corporate Secretary of SRC). Under the Investee Director Compensation Agreement, upon vesting, direct ownership of the Restricted Shares will be transferred to SRP and SRP will directly own such shares.
Remarks:
This report on Form 5 is submitted to reflect the fact that the reporting persons have ceased to own 10% or more of the Issuer's common stock. As a result, the reporting persons are no longer subject to Section 16 in connection with their respective transactions in the equity securities of the Issuer and therefore will no longer report any such transactions on Form 4 or Form 5.
/s/ Arthur Einav, as Managing Director, General Counsel and Corporate Secretary of Sprott Resource Corp. 08/26/2016
By: Sprott Resource Consulting LP, Sprott Resource Partnership's managing partner, By: Sprott Resource Consulting GP Inc., its general partner, By: /s/ Arthur Einav, General Counsel and Corporate Secretary 08/26/2016
** 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.
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