Statement of Ownership (sc 13g)
April 15 2014 - 02:14PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Northern
Dynasty Minerals Ltd.
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
66510M204
(CUSIP Number
of Class of Securities)
Bruce Bjerke
Davis Wright Tremaine LLP
1201 Third Avenue, Suite 2200
Seattle, WA 98101-3045
(206) 622-3150
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 5, 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)
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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).
Page 1 of 6
SCHEDULE 13G
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1
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Names of
Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Bristol Bay Native Corporation Education Foundation
I.R.S. No.
92-0141709
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2
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
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(b)
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
State of Alaska
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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Sole Voting Power
9,072,923
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6
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Shared Voting Power
-0-
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7
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Sole Dispositive Power
9,072,923
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8
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Shared Dispositive Power
-0-
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
9,072,923
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10
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares
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11
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Percent of Class Represented by Amount
in Row (9) 9.5% (1)
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12
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Type of Reporting Person
CO
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(1)
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Based on 95,009,864 shares of the Issuers common stock outstanding as of December 31, 2013, as reported on the Issuers Form 40-F for the year ended December 31, 2013, filed with the Securities and Exchange
Commission (the SEC) on March 27, 2014.
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Page 2 of 6
Northern Dynasty Minerals Ltd.
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(b)
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Address of Issuers Principal Executive Offices:
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15th Floor, 1040 West Georgia Street
Vancouver, British Columbia
Canada V6E 4H1
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(1)(a)
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NAME OF PERSONS FILING:
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Bristol Bay Native Corporation Education Foundation
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(b)
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ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
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111 West 16th Avenue, Suite 400
Anchorage, AK 99501
State of Alaska
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(d)
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TITLE OF CLASS OF SECURITIES:
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Common Shares, no par value
66510M204
Item 3.
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If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d- 1(b)(1)(ii)(F);
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Page 3 of 6
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(g)
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A parent holding company or control person in accordance with §240.13d- 1(b)(1)(ii)(G);
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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Group, in accordance with §240.13d-1(b)(1)(ii)(J)
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Not Applicable.
Page 4 of 6
Reference is made as to each of the Reporting Persons hereunder to Rows 5-9
and 11 of the cover page of this Schedule 13G and associated footnotes, which are incorporated by reference herein.
Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:
¨
Item 6.
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Ownership of More Than Five Percent on Behalf of Another Person
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Not applicable.
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
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Not applicable.
Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
Item 9.
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Notice of Dissolution of Group
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Not applicable.
By signing below I certify that, to the best of my 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.
Page 5 of 6
SIGNATURE
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.
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B
RISTOL
B
AY
N
ATIVE
C
ORPORATION
E
DUCATION
FOUNDATION
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Date: April 14, 2014
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/s/ Greta L. Goto
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By:
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Greta L. Goto
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Title:
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Executive Director
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Page 6 of 6
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