Amended Statement of Beneficial Ownership (sc 13d/a)
August 18 2016 - 11:21AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 2)
Pretium
Resources Inc.
(Name of Issuer)
Common Shares, No Par Value
(Title of Class of Securities)
74139C102
(CUSIP Number)
COPY TO:
Joshua Beiser
Corporate
Counsel
Liberty Mutual Insurance
175 Berkeley Street
Boston, MA 02116
Tel:
617-357-9500
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)
March 31, 2016
(Dates of
Events which Require Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
¨
Note
: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
*
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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).
SCHEDULE 13D
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1.
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NAME OF
REPORTING PERSONS
Liberty Metals & Mining Holdings, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
¨
(b)
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
N/A
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6.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
State of Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER
8,335,261 less than 5%
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8.
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SHARED VOTING POWER
0 shares
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9.
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SOLE DISPOSITIVE POWER
8,335,261 less than 5%
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10.
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SHARED DISPOSITIVE POWER
0 shares
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,335,261 less than 5%
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
N/A
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
4.67%
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14.
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TYPE OF REPORTING PERSON
OO
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Liberty Metals & Mining Holdings, LLC (LMMH) hereby amends the report on
Schedule 13D filed with the Commission on May 7, 2013 (the Schedule 13D), with respect to the shares of common stock, no par value, of Pretium Resources Inc. (the Issuer or Pretium ). The principal executive
offices of the Issuer are located at 1055 Dunsmuir Street, Suite 2300, Vancouver, British Columbia V7X 1L4 .
Capitalized terms used by
not defined herein have the meaning assigned to them in the Schedule 13D
.
Item 1.
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Security and Issuer
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No Modification.
Item 2.
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Identity and Background
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Item 2 is amended with respect to Schedule A, updating the
Executive Officers and Directors of LMMH, Liberty Mutual Insurance Company and Liberty Mutual Holding Company Inc.
Item 3.
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Source and Amount of Funds or Other Consideration
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No Modification.
Item 4.
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Purpose of Transaction
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No Modification.
Item 5.
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Interest in Securities of the Issuer
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Item 5 (a) and (b) are hereby amended and
restated as follows:
(a) LMMH owns an aggregate amount of 8,335,261 shares of Pretium Common Stock. As a result of a marketed offering of
additional Pretium Common Shares on March 01, 2016 and a private placement with existing stockholders on March 31, 2016, LMMHs shares constitute approximately 4.67% of the 178,403,297 issued and outstanding shares of Pretium Common
Stock.
(b) LMMH has the sole power to vote or direct the vote of, and the sole power to dispose or direct the disposition of, 8,335,261
shares. LMMH has no shared power to either vote or dispose of the shares.
Item 5(c) 5(d). No Modification.
Item 5(e) is amended and restated a follows:
Effective March 31, 2016, LMMH has ceased to be a beneficial owner of more than 5% of Pretium Common Stock.
Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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No Modification.
Item 7.
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Material to be Filed as Exhibits
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No Modification.
SIGNATURES
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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LIBERTY METALS & MINING HOLDINGS, LLC
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Dated: August 18, 2016
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By
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/s/ Damon Barber
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Damon Barber
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Senior Vice President
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SCHEDULE A
Controlling Persons
Liberty Metals & Mining Holdings,
LLC, is a Delaware, member-managed, limited liability company. Liberty Mutual Insurance Company, its sole member, is a Massachusetts stock insurance company which is an indirect subsidiary of Liberty Mutual Holding Company Inc., a Massachusetts
mutual holding company. Liberty Mutual Holding Company Inc. is the ultimate controlling person of Liberty Metals & Mining Holdings, LLC. Liberty Mutual Holding Company Inc. is a mutual holding company wherein its members are entitled to
vote at meetings of the company. No such member is entitled to cast 10% or more of the votes. Liberty Mutual Holding Company Inc. has issued no voting securities.
The director and officer information for Liberty Metals & Mining Holdings, LLC, Liberty Mutual Insurance Company and Liberty Mutual Holding Company
Inc. is as follows:
Liberty Metals & Mining Holdings, LLC
175 Berkeley Street
Boston,
Massachusetts 02116
Executive Officers
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Neeti Bhalla
President and Treasurer
Citizenship: U.S.A.
Mark C. Touhey
Vice President and Secretary
Citizenship:
U.S.A.
Avtar Vasu
Senior Vice President
Citizenship:
U.S.A.
Michael Russell
Assistant Treasurer
Citizenship:
U.S.A
.
Joshua E. Beiser
Assistant Treasurer
Citizenship:
U.S.A
.
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Damon Barber
Senior Vice President
Citizenship: U.S.A.
James F. Kelleher
Senior Vice President
Citizenship:
U.S.A.
Mark Tomek
Vice President
Citizenship: Canadian
John P. Salmon
Assistant Treasurer
Citizenship:
U.S.A.
Richard P. Quinlan
Assistant Secretary
Citizenship:
U.S.A
.
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Dennis J. Langwell
Senior Vice President
and
Chief Financial Officer
Citizenship:
U.S.A.
Gary J. Ostrow
Vice President
Citizenship: U.S.A.
Caury Baily
Vice President and
Assistant Treasurer
Citizenship: U.S.A.
Kristin L. Kelley
A
ssistant
Secretary
Citizenship: U.S.A.
Michael B. Garvey
Assistant Secretary
Citizenship:
U.S.A
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Liberty Mutual Insurance Company
175 Berkeley Street
Boston,
Massachusetts 02116
Executive Officers
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David H. Long
Chairman of the Board,
President
and Chief Executive Officer
Citizenship: U.S.A.
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James P. Condrin, III
Executive Vice
President
Citizenship: U.S.A.
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Mark C. Touhey
Senior Vice President
and
Secretary
Citizenship:
U.S.A.
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Timothy M. Sweeney
Executive Vice
President
Citizenship: U.S.A.
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Neeti Bhalla
Executive Vice President
and
Chief Investment Officer
Citizenship:
U.S.A.
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Christopher L. Peirce
Executive Vice
President
Citizenship: U.S.A.
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James M. McGlennon
Executive Vice President
and
Chief Information Officer
Citizenship
:
U.S.A. & Ireland
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Dennis J. Langwell
Executive Vice President
and
Chief Financial Officer
Citizenship:
U.S.A.
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James F. Kelleher
Executive Vice President
and
Chief Legal Officer
Citizenship
:
U.S.A.
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Melanie M. Foley
Executive Vice President
and
Chief Talent & Enterprise
Services
Officer
Citizenship
:
U.S.A.
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J. Eric Brosius
Executive Vice President
and
Corporate Actuary
Citizenship
:
U.S.A.
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Laurance H.S. Yahia
Senior Vice President
and
Treasurer
Citizenship:
U.S.A.
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Alison B. Erbig
Senior Vice President
and
Comptroller
Citizenship
:
U.S.A.
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Directors
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David H. Long
Chairman of the Board,
President
and Chief Executive Officer
Citizenship: U.S.A.
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Neeti Bhalla
Executive Vice President
and
Chief Investment Officer
Citizenship:
U.S.A.
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Paul J. Condrin, III
Executive Vice President
Citizenship: U.S.A.
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James F. Kelleher
Executive Vice President
and
Chief Legal Officer
Citizenship:
U.S.A.
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Dennis J. Langwell
Executive Vice President
and
Chief Financial Officer
Citizenship:
U.S.A.
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Christopher L. Peirce
Executive Vice President
Citizenship: U.S.A.
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Timothy M. Sweeney
Executive Vice
President
Citizenship: U.S.A.
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Mark C. Touhey
Senior Vice President
and
Secretary
Citizenship: U.S.A.
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Executive Officers and Directors of Ultimate Control Person
Liberty Mutual Holding Company Inc.
175 Berkeley Street
Boston,
Massachusetts 02116
Executive Officers
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David H. Long
Chairman of the Board,
Chief Executive Officer
and President
Citizenship: U.S.A.
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James P. Condrin, III
Executive Vice
President
Citizenship: U.S.A.
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Neeti Bhalla
Executive Vice President
and
Chief Investment Officer
Citizenship:
U.S.A.
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Dennis J. Langwell
Executive Vice President
and
Chief Financial Officer
Citizenship:
U.S.A
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Christopher L. Peirce
Executive Vice
President
Citizenship: U.S.A.
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Timothy M. Sweeney
Executive Vice
President
Citizenship: U.S.A.
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James F. Kelleher
Executive Vice President
and
Chief Legal Officer
Citizenship
:
U.S.A.
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James M. McGlennon
Executive Vice President
and
Chief Information Officer
Citizenship:
U.S.A. & Ireland
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Melanie M. Foley
Executive Vice President
and
Chief Talent & Enterprise
Services
Officer
Citizenship
:
U.S.A.
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J. Eric Brosius
Executive Vice President
and
Corporate Actuary
Citizenship
:
U.S.A.
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Laurance H.S. Yahia
Senior Vice President
and
Treasurer
Citizenship: U.S.A.
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Alison B. Erbig
Senior Vice President
and
Comptroller
Citizenship
:
U.S.A.
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Gary J. Ostrow
Vice President
Citizenship: U.S.A.
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Mark C. Touhey
Senior Vice President
and
Secretary
Citizenship: U.S.A.
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Liberty Mutual Holding Company Inc.
175 Berkeley Street
Boston,
Massachusetts 02116
Directors
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David H. Long
Chairman of the Board,
Chief Executive Officer
and President
c/o Liberty Mutual Holding
Company Inc.
Citizenship: U.S.A.
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Nicholas M. Donofrio
Private
Investor
c/o Liberty Mutual Holding
Company
Inc.
Citizenship: U.S.A.
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Francis A. Doyle, III
President and
Chief Executive Officer
Connell Limited
Partnership
c/o Liberty Mutual Holding
Company
Inc.
Citizenship: U.S.A.
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John P. Manning
Chief Executive
Officer, Chairman
and President
Boston Capital
Corporation
c/o Liberty Mutual Holding
Company
Inc.
Citizenship
:
U.S.A. & Ireland
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Thomas J. May
Chairman, President
and
Chief Executive Officer
Eversource
c/o Liberty Mutual Holding
Company Inc.
Citizenship
:
U.S.A.
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Myrtle Stephens Potter
Chief Executive
Officer
Myrtle Potter & Company, LLC
c/o
Liberty Mutual Holding
Company Inc.
Citizenship: U.S.A.
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Ellen A. Rudnick
Executive Director and
Clinical
Professor, Polsky Center for Entrepreneurship, University of
Chicago Booth School of Business
c/o Liberty Mutual
Holding
Company Inc.
Citizenship
:
U.S.A.
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Angel A. Ruiz
President and
Chief Executive Officer
Ericsson Inc.
c/o Liberty Mutual Holding
Company Inc.
Citizenship: U.S.A
.
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Martin P. Slark
Vice Chairman and
Chief Executive Officer
Molex Incorporated
c/o Liberty Mutual Holding
Company Inc.
Citizenship: U.S.A. & United
Kingdom
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Eric A. Spiegel
Chief Executive Officer
and
President
Siemens Corporation
c/o Liberty Mutual Holding
Company Inc.
Citizenship
:
U.S.A.
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William C. Van Faasen
Private
Investor
c/o Liberty Mutual Holding
Company
Inc.
Citizenship: U.S.A.
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Annette M. Verschuren
Chair and Chief
Executive
Officer
NRStor, Inc.
c/o Liberty Mutual Holding
Company Inc.
Citizenship: Canada
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