SC 13G 1 p14-1077sc13g.htm NORTH AMERICAN PALLADIUM LTD.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.  )*
 

North American Palladium Ltd.

(Name of Issuer)
 

Common Stock, no par value

(Title of Class of Securities)
 

656912102

(CUSIP Number)
 

April 10, 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:
 
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 7 Pages)

 

______________________________

*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. 65691210213GPage 2 of 8 Pages

 

1

NAME OF REPORTING PERSON

Polar Securities Inc.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

27,546,887 Shares issuable upon conversion of debentures and warrants

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

27,546,887 Shares issuable upon conversion of debentures and warrants

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

27,546,887 Shares issuable upon conversion of debentures and warrants

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.13%

12

TYPE OF REPORTING PERSON

IA

         

 

 

 
CUSIP No. 65691210213GPage 3 of 8 Pages

 

1

NAME OF REPORTING PERSON

North Pole Capital Master Fund

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

27,546,887 Shares issuable upon conversion of debentures and warrants

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

27,546,887 Shares issuable upon conversion of debentures and warrants

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

27,546,887 Shares issuable upon conversion of debentures and warrants

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.13%

12

TYPE OF REPORTING PERSON

CO

         
 
CUSIP No. 65691210213GPage 4 of 8 Pages

 

 

Item 1(a). NAME OF ISSUER
   
  The name of the issuer is North American Palladium Ltd. (the "Company").

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
   
  The Company's principal executive offices are located at 200 Bay Street, Royal Bank Plaza, South Tower, Suite 2350, Toronto, Ontario M5J 2J2.

 

Item 2(a). NAME OF PERSON FILING
   
  This statement is filed by:
   
  (i) North Pole Capital Master Fund ("North Pole"), a Cayman Islands exempted company, with respect to the Shares (defined in item 2(d) below) reported in this Schedule 13G underlying debentures and warrants directly held by it; and
     
  (ii) Polar Securities Inc. ("Polar Securities"), a company incorporated under the laws of Ontario, Canada, serving as investment advisor to North Pole with respect to the Shares reported in this Schedule 13G underlying debentures and warrants directly held by North Pole.
     
  The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."  

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
   
  The address of the business office of each of the Reporting Persons is 401 Bay Street, Suite 1900, PO Box 19, Toronto, Ontario M5H 2Y4, Canada.

 

Item 2(c). CITIZENSHIP
   
  The citizenship of each of the Reporting Persons is set forth above.

 

Item 2(d). TITLE OF CLASS OF SECURITIES
   
  Common Stock, no par value (the "Shares").

 

Item 2(e). CUSIP NUMBER
   
  656912102

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
 
CUSIP No. 65691210213GPage 5 of 8 Pages

 

  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

  If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _______________________________________________________

 

Item 4. OWNERSHIP
 

The percentages used herein are calculated based upon (i) 273,992,149 Shares outstanding as of April 7, 2014, as reported in the Prospectus Supplement filed by the Company on April 9, 2014 and (ii) 27,546,887 Shares issuable upon conversion of the Company's debentures and warrants currently held by North Pole.

 

The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference.

 

 

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
   
  Not applicable.

 

 
CUSIP No. 65691210213GPage 6 of 8 Pages

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
   
  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

 

  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below each Reporting Person certifies that, to the best of his or its 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.
   

 

 
CUSIP No. 65691210213GPage 7 of 8 Pages

 

SIGNATURES

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

DATE: April 17, 2014

 

polar securities inc.    
     
/s/ Paul Sabourin    
Name: Paul Sabourin    
Title: Chief Investment Officer    
     
NORTH POLE CAPITAL MASTER FUND    
By:  Polar Securities Inc., its investment manager    

 

/s/ Paul Sabourin

    
Name: Paul Sabourin    
Title: Chief Investment Officer    
     
     

 

 
CUSIP No. 65691210213GPage 8 of 8 Pages

EXHIBIT 1

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATE: April 17, 2014

 

polar securities inc.    
     
/s/ Paul Sabourin    
Name: Paul Sabourin    
Title: Chief Investment Officer    
     
NORTH POLE CAPITAL MASTER FUND    
By:  Polar Securities Inc., its investment manager    

 

/s/ Paul Sabourin

    
Name: Paul Sabourin    
Title: Chief Investment Officer