UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

Turquoise Hill Resources Ltd.
(Name of Issuer)
 
Common Stock, no par value per share
(Title of Class of Securities)
 
900435108
(CUSIP Number)
 
December 31, 2020
(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)
     
  Rule 13d-1(c)
     
  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 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 900435108   Page 2 of 10 Pages

 

 

1

 

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS
(ENTITIES ONLY) 

SailingStone Capital Partners LLC

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)

(b)

 

3

 

SEC USE ONLY

 

 

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DE, USA
NUMBER OF
SHARES
5 SOLE VOTING POWER 4,448,477
BENEFICIALLY
OWNED BY
6 SHARED VOTING POWER 0
EACH
REPORTING
7 SOLE DISPOSITIVE POWER 4,448,477
PERSON
WITH:
8 SHARED DISPOSITIVE POWER 0

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,448,477

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

 

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

2.21%

 

12

 

TYPE OF REPORTING PERSON

 

IA
         

 

 

 
CUSIP No 900435108   Page 3 of 10 Pages

 

 

1

 

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS
(ENTITIES ONLY) 

SailingStone Holdings LLC

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)

(b)

 

3

 

SEC USE ONLY

 

 

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DE, USA
NUMBER OF
SHARES
5 SOLE VOTING POWER 0
BENEFICIALLY
OWNED BY
6 SHARED VOTING POWER 4,448,477
EACH
REPORTING
7 SOLE DISPOSITIVE POWER 0
PERSON
WITH:
8 SHARED DISPOSITIVE POWER 4,448,477

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,448,477

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

 

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

2.21%

 

12

 

TYPE OF REPORTING PERSON

 

HC,CO
         

 

 

 
CUSIP No 900435108   Page 4 of 10 Pages

 

 

1

 

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS
(ENTITIES ONLY) 

MacKenzie B. Davis

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)

(b)

 

3

 

SEC USE ONLY

 

 

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

UNITED STATES
NUMBER OF
SHARES
5 SOLE VOTING POWER 0
BENEFICIALLY
OWNED BY
6 SHARED VOTING POWER 4,448,477
EACH
REPORTING
7 SOLE DISPOSITIVE POWER 0
PERSON
WITH:
8 SHARED DISPOSITIVE POWER 4,448,477

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,448,477

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

 

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

2.21%

 

12

 

TYPE OF REPORTING PERSON

 

HC, IN
         

 

 

 
CUSIP No 900435108   Page 5 of 10 Pages

 

 

1

 

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE  PERSONS
(ENTITIES ONLY) 

Kenneth L. Settles Jr.

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)

(b)

 

3

 

SEC USE ONLY

 

 

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

UNITED STATES
NUMBER OF
SHARES
5 SOLE VOTING POWER 0
BENEFICIALLY
OWNED BY
6 SHARED VOTING POWER 4,448,477
EACH
REPORTING
7 SOLE DISPOSITIVE POWER 0
PERSON
WITH:
8 SHARED DISPOSITIVE POWER 4,448,477

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,448,477

 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

 

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

2.21%

 

12

 

TYPE OF REPORTING PERSON

 

HC, IN
         

 

 

 
CUSIP No 900435108   Page 6 of 10 Pages

 

Item 1(a).   Name of Issuer:
     
    Turquoise Hill Resources Ltd. (the "Company")
     
Item 1(b).   Address of Issuer’s Principal Executive Offices:
     
    Suite 354 – 200 Granville Street
    Vancouver, British Columbia, Canada, V6C 1S4
     
Item 2(a).   Name of Person Filing:
     
     
     
Item 2(b).   Address of Principal Business Office or, if None, Residence:
     
     
     
Item 2(c).   Citizenship:
     
    SailingStone Capital Partners LLC (“SailingStone”)
    One California Street, 30th Floor
    San Francisco, CA 94111
    Citizenship: Delaware
     
    SailingStone Holdings LLC (“SailingStone Holdings”)
    One California Street, 30th Floor
    San Francisco, CA 94111
    Citizenship: Delaware
     
    MacKenzie B. Davis (“Davis”)
    One California Street, 30th Floor
    San Francisco, CA 94111
    Citizenship: United States
     
    Kenneth L. Settles Jr. (“Settles”)
    One California Street, 30th Floor
    San Francisco, CA 94111
    Citizenship: United States
     
Item 2(d).   Title of Class of Securities:
     
    Common Stock, no par value per share (the "Common Stock")
     
Item 2(e).   CUSIP Number:
     
    900435108
     

 

 
CUSIP No 900435108   Page 7 of 10 Pages

 

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) Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
       
  (b) Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
       
  (c) Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
       
  (d) Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
       
  (e) An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
       
  (f) An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
  (g) A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G);
       
  (h) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
  (i) A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
       
  (j) Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Item 4. Ownership.
   
  Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

  SailingStone
  (a) Amount beneficially owned:
     
    4,448,477
     
  (b) Percent of class:
     
    2.21%
     
  (c) Number of shares as to which such person has:
     
    (i) Sole power to vote or to direct the vote
       
      4,448,477
       
    (ii) Shared power to vote or to direct the vote
       
      0

 

 
CUSIP No 900435108   Page 8 of 10 Pages

 

    (iii) Sole power to dispose or to direct the disposition of
       
      4,448,477
       
    (iv) Shared power to dispose or to direct the disposition of
       
      0

 

  SailingStone Holdings, Davis and Settles
  (a) Amount beneficially owned:
     
    4,448,477
     
  (b) Percent of class:
     
    2.21%
     
  (c) Number of shares as to which such person has:
     
    (i) Sole power to vote or to direct the vote
       
      0
       
    (ii) Shared power to vote or to direct the vote
       
      4,448,477
       
    (iii) Sole power to dispose or to direct the disposition of
       
      0
       
    (iv) Shared power to dispose or to direct the disposition of
       
      4,448,477

 

Item 5. Ownership of Five Percent or Less of a Class.
  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. 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
   

 

 
CUSIP No 900435108   Page 9 of 10 Pages

 

Item 8. Identification and Classification of Members of the Group.
   
  Not Applicable
   
Item 9. Notice of Dissolution of Group.
   
  Not Applicable
   
Item 10. Certification.
   
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

 

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.

 

Date: February 17, 2021      
       
  SailingStone Capital Partners LLC  
       
  By: /s/ Jim Klescewski  
  Name: Jim Klescewski  
  Title: Chief Compliance Officer  
       
  SailingStone Holdings LLC  
       
  By: /s/ MacKenzie B. Davis  
  Name: MacKenzie B. Davis  
  Title: Managing Member  
       
     
  MacKenzie B. Davis  
     
  By: /s/ MacKenzie B. Davis  
  Name: MacKenzie B. Davis  
       
  Kenneth L. Settles Jr.  
     
  By: /s/ Kenneth L. Settles Jr.  
  Name: Kenneth L. Settles Jr.  
       
         

 

 

 
CUSIP No 900435108   Page 10 of 10 Pages

 

Exhibit 1

WHEREAS, in accordance with Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934 (the "Act"), only one joint Statement and any amendments thereto need to be filed whenever one or more persons are required to file such a Statement or any amendments thereto pursuant to Section 13(d) of the Act with respect to the same securities, provided that said persons agree in writing that such Statement or amendments thereto is filed on behalf of each of them;

NOW, THEREFORE, the parties hereto agree as follows: SailingStone Capital Partners LLC, SailingStone Holdings LLC, MacKenzie B. Davis, and Kenneth L. Settles Jr., do hereby agree, in accordance with Rule 13d-1(k)(1) under the Act, to file a Statement on Schedule 13G relating to their ownership of the Common Stock of the Issuer, and do hereby further agree that said Statement on Schedule 13G/A shall be filed on behalf of each of them.

 

Date: February 17, 2021

  SailingStone Capital Partners LLC  
       
  By: /s/ Jim Klescewski  
  Name: Jim Klescewski  
  Title: Chief Compliance Officer  
       
  SailingStone Holdings LLC  
       
  By: /s/ MacKenzie B. Davis  
  Name: MacKenzie B. Davis  
  Title: Managing Member  
       
     
  MacKenzie B. Davis  
     
  By: /s/ MacKenzie B. Davis  
  Name: MacKenzie B. Davis  
       
  Kenneth L. Settles Jr.  
     
  By: /s/ Kenneth L. Settles Jr.  
  Name: Kenneth L. Settles Jr.