Amended Statement of Ownership (sc 13g/a)
January 24 2018 - 5:16PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2
(Amendment
No. 2)
*
PARAMOUNT
GOLD NEVADA CORP.
(Name of Issuer)
Common Shares,
par value US$ 0.01 per share
(Title of Class of Securities)
69924M 109
(CUSIP Number)
December 31, 2017
(Date of Event
which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
o
|
Rule 13d-1(b)
|
x
|
Rule 13d-1(c)
|
o
|
Rule 13d-1(d)
|
* 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 disclosures provided in
a prior cover page.
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
).
CUSIP NO. 69924M 109
|
13G
|
Page 2 of 8 pages
|
1.
|
NAMES
OF REPORTING PERSONS
FCMI FINANCIAL CORP.
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
o
(b)
x
|
3.
|
SEC
USE ONLY
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
ONTARIO,
CANADA
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
5. SOLE
VOTING POWER
-0-
|
|
|
6. SHARED
VOTING POWER
1,222,211
|
|
|
7. SOLE
DISPOSITIVE POWER
-0-
|
|
|
8. SHARED
DISPOSITIVE POWER
1,222,211
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,222,211
|
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
o
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%
|
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
|
CUSIP NO. 69924M 109
|
13G
|
Page 3 of 8 pages
|
1.
|
NAMES
OF REPORTING PERSONS
FCMI PARENT CO.
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
o
(b)
x
|
3.
|
SEC
USE ONLY
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
NOVA
SCOTIA, CANADA
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
|
5. SOLE
VOTING POWER
-0-
|
|
|
6. SHARED
VOTING POWER
4,596,310
|
|
|
7. SOLE
DISPOSITIVE POWER
-0-
|
|
|
8. SHARED
DISPOSITIVE POWER
4,596,310
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,596,310
|
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
o
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.7%
|
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
|
CUSIP NO. 69924M 109
|
13G
|
Page 4 of 8 pages
|
1.
|
NAMES
OF REPORTING PERSONS
ALBERT D. FRIEDBERG
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
o
(b)
x
|
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
4,596,310
|
|
|
7. SOLE
DISPOSITIVE POWER
-0-
|
|
|
8. SHARED
DISPOSITIVE POWER
4,596,310
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,596,310
|
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
o
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.7%
|
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
|
Item 1.
(a) Name of Issuer:
PARAMOUNT
GOLD NEVADA CORP.
(b) Address of Issuer’s Principal
Executive Offices:
665 Anderson Street
Winnemucca, NV 89445
Item 2.
(a) Name of Persons
Filing:
FCMI Financial Corp.
FCMI Parent Co.
Albert D. Friedberg
(b) Address of Principal
Business Office or, if none, Residence:
181
Bay St., Ste. 250
P.O.
Box 866
Toronto,
Ontario M5J 2T3
Canada
(c) Citizenship:
FCMI
Financial Corp.: Organized under the law of Ontario, Canada
FCMI
Parent Co.: Organized under the law of Nova Scotia, Canada
Albert
D. Friedberg: Citizen of Canada
(d) Title of Class of
Securities:
Common Shares, par value
U$ 0.01 per share.
(e) CUSIP Number:
69924M 109
|
Item 3.
|
If this statement is filed
pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
|
(a)
|
o
|
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
|
(b)
|
o
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
(c)
|
o
|
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
(d)
|
o
|
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
(e)
|
o
|
An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
o
|
An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
o
|
A
parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
o
|
A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
(i)
|
o
|
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);
|
|
(j)
|
o
|
A
non-U.S. institution, in accordance with § 240.13d-1(b)(1)(ii)(J);
|
|
(k)
|
o
|
Group,
in accordance with § 240.13d-1(b)(1)(ii)(K);
|
NOT
APPLICABLE
If filing as
a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:__________________
NOT APPLICABLE
Provide the following
information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
Reporting Person
|
|
Shares
Beneficially
Owned
|
|
|
Percent
of class
|
|
|
Sole power to
vote or direct
the vote
|
|
|
Shared power
to vote or
direct the vote
|
|
|
Sole power to
dispose or
direct the
disposition
|
|
|
Shared power
to dispose or
direct the
disposition
|
|
FCMI Financial Corp.
|
|
|
1,222,211
|
|
|
|
5.3
|
%(1)
|
|
|
-0-
|
|
|
|
1,222,211
|
|
|
|
-0-
|
|
|
|
1,222,211
|
|
FCMI Parent Co.
|
|
|
4,596,310
|
(2)
|
|
|
19.7
|
%(1)
|
|
|
|
|
|
|
4,596,310
|
(2)
|
|
|
-0-
|
|
|
|
4,596,310
|
(2)
|
Albert D. Friedberg
|
|
|
4,596,310
|
(3)
|
|
|
19.7
|
%(1)
|
|
|
-0-
|
|
|
|
4,596,310
|
(3)
|
|
|
-0-
|
|
|
|
4,596,310
|
(3)
|
|
(1)
|
Percentage beneficial ownership is based on 23,074,954 shares outstanding, as set forth on the cover of the Issuer’s
Form 10-Q for the quarter ended September 30, 2017. For FCMI Parent Co. and Mr. Friedberg,
beneficial ownership also includes 248,400 additional shares issuable upon exercise of
presently exercisable warrants held by FCMI Parent Co. and deemed outstanding pursuant
to SEC Rule 13d-3(d).
|
|
(2)
|
Consists of 3,125,699 shares owned
directly by FCMI Parent Co., 248,400 shares issuable upon exercise of presently exercisable
warrants held by FCMI Parent Co., and 1,222,211 shares owned directly by FCMI Financial
Corp., a wholly-owned subsidiary of FCMI Parent Co.
|
|
(3)
|
Mr. Friedberg, directly and through
his control over FCMI Parent Co. shares held by members of his family and trusts for
the benefit of members of his family, may be considered the ultimate beneficial owner
of all of the Common Shares beneficially owned by FCMI Parent Co. and by FCMI Financial
Corp., its wholly-owned subsidiary.
|
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
NOT
APPLICABLE
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 5 percent of the class of securities, check the following:
o
|
Item
6.
|
Ownership
of More Than Five Percent on Behalf of Another Person.
|
NOT
APPLICABLE
|
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 a Group.
|
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.
SIGNATURES
After reasonable
inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: January 24, 2018
|
FCMI
Financial Corporation
|
|
|
|
|
/s/ Dan
Scheiner
|
|
|
Dan Scheiner
|
|
|
Vice President
|
|
|
|
|
|
FCMI
PARENT CO.
|
|
|
|
|
|
/s/
Dan Scheiner
|
|
|
Dan
Scheiner
Vice President
|
|
|
|
|
|
/s/ Albert
D. Friedberg
|
|
|
Albert D. Friedberg
|
|
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