SCHEDULE
13D/A
1
|
NAME
OF REPORTING PERSON
Lawrence W. Lepard
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
PF/AF
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
1,108,750
|
8
|
SHARED VOTING POWER
1,360,000
|
9
|
SOLE DISPOSITIVE POWER
1,108,750
|
10
|
SHARED DISPOSITIVE POWER
1,360,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
2,468,750*
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8%**
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
|
|
|
|
|
*
|
Includes
811,875 shares of Common Stock underlying currently exercisable options and warrants.
|
|
**
|
Based
on a total of 22,073,132 shares of Common Stock outstanding on December 31, 2019.
|
|
***
|
On
December 16, 2019, the Issuer effected a 1 for 10 reverse stock split (the Reverse Split). All numbers reported
in this Schedule 13D/A have been adjusted to reflect the Reverse Split.
|
SCHEDULE
13D/A
1
|
NAME OF REPORTING PERSON
EMA GARP FUND, LP
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,360,000
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,360,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,360,000*
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%**
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|
|
|
|
|
*
|
Includes
430,000 shares of Common Stock underlying currently exercisable warrants.
|
|
**
|
Based
on a total of 22,073,132 shares of Common Stock outstanding on December 31, 2019.
|
|
***
|
On
December 16, 2019, the Issuer effected a 1 for 10 reverse stock split (the Reverse Split). All numbers reported
in this Schedule 13D/A have been adjusted to reflect the Reverse Split.
|
SCHEDULE
13D/A
1
|
NAME OF REPORTING PERSON
EMA GARP GP, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
AF
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,360,000
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,360,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,360,000*
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%**
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|
|
|
|
|
*
|
Includes
430,000 shares of Common Stock underlying currently exercisable warrants.
|
|
**
|
Based
on a total of 22,073,132 shares of Common Stock outstanding on December 31, 2019.
|
|
***
|
On
December 16, 2019, the Issuer effected a 1 for 10 reverse stock split (the Reverse Split). All numbers reported
in this Schedule 13D/A have been adjusted to reflect the Reverse Split.
|
|
Item
1.
|
Security
and Issuer.
|
The
name of the issuer is Rise Gold Corp., a Nevada corporation (Issuer), which has its principal executive offices
at Suite 650, 669 Howe Street, Vancouver, British Columbia, Canada V6C 0B4. This report relates to the Issuers class of
common stock without par value (Common Stock).
|
Item
2.
|
Identity
and Background.
|
(a): This
Schedule 13D/A has been jointly filed by Lawrence W. Lepard, EMA GARP FUND, LP (the Fund), and EMA GARP GP,
LLC (the GP). Each party filing the Schedule 13D/A is also referred to herein as a reporting person.
The GP is the general partner of the Fund. Mr. Lepard is the sole member and manager of the GP.
(b): The
address of each of the reporting persons is 211 Grove Street, Wellesley, Massachusetts 02482.
(c): The
Funds principal business is investing in securities. The GPs principal business is providing investment management
for the Fund. Mr. Lepards principal business is acting as manager of the GP and providing investment management for the
Fund.
(d): During
the last five years none of the reporting persons has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e): During
the last five years, none of the reporting persons has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction that resulted in their being subject, either currently or in the past, to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f): Mr.
Lepard is citizen of the United States. The GP is a Delaware limited liability company. The Fund is a Delaware limited partnership.
|
Item
3.
|
Source
and Amount of Funds or Other Consideration.
|
Note:
The Issuer completed a 1 for 10 reverse stock split (Reverse Split) on December 16, 2019 and currently has a total
of 22,073,132 shares of Common Stock outstanding. All numbers reported in this Schedule 13D/A have been adjusted to reflect the
Reverse Split.
On
December 31, 2019, Mr. Lepard purchased a total of 100,000 shares of Common Stock on the OTCQB market in multiple transactions
at a weighted average purchase price of $0.4818 per share. Individual purchase prices ranged from $0.4547 to $0.5768 per share.
The total amount paid for these shares was $48,181. Mr. Lepard used his personal funds to pay for these shares.
On
December 31, 2019, the Fund purchased a total of 198,000 shares of Common Stock on the OTCQB market in multiple transactions at
a weighted average purchase price of $0.4969 per share. Individual purchase prices ranged from $0.4579 to $0.58 per share. The
total
amount paid for these shares was $98,383. The Fund used its working capital to pay for these shares.
|
Item
4.
|
Purpose
of Transaction.
|
The
reporting persons purchased shares of Common Stock on December 31, 2019 for investment purposes. The reporting persons intend
to influence the policies of the Issuer with a goal of maximizing the value of the Common Stock. Mr. Lepard has served as a director
of the Issuer since August 22, 2019.
As
of the date hereof, and except as otherwise disclosed herein, the reporting persons do not have any plans or proposals which relate
to or would result in:
(a)
The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the
Issuer;
(b)
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of
its subsidiaries;
(c)
A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d)
Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies on the board;
(e)
Any material change in the present capitalization or dividend policy of the Issuer;
(f)
Any other material change in the Issuers business or corporate structure;
(g)
Changes in the Issuers charter, bylaws or instruments corresponding thereto or other actions that may impede the
acquisition of control of the Issuer by any person;
(h)
Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered national securities association;
(i)
A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of
the Act; or
(j)
Any action similar to any of those enumerated above.
The
reporting persons may purchase, sell or transfer Common Stock beneficially owned by them from time to time in public transactions
depending on economic considerations. Any such transactions may be effected at any time or from time to time subject to any applicable
limitations imposed on the sale of the Common Stock by applicable law.
|
Item
5.
|
Interest
in Securities of the Issuer.
|
(a)
– (b) As of the date of this report, Mr. Lepard beneficially owns a total of 2,468,750 shares of Common Stock, which
constitutes 10.8% of the class of Common Stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of
1934. The Fund and the GP each beneficially own a total of 1,360,000 shares of Common Stock, which constitutes 6.0% of the class
as calculated in accordance with Rule 13d-3.
Rule
13d-3 provides, in part, that shares are deemed to be beneficially owned by a person if the person has the right to acquire the
shares (for example, upon exercise of an option or warrant) within 60 days. In computing the percentage ownership of any person
under Rule 13d-3, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person
(and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of the person
does not necessarily reflect a persons actual ownership or voting power with respect to the number of shares actually outstanding.
All
of the shares of Common Stock listed in the table below are currently beneficially owned by Mr. Lepard. The Fund and the GP share
beneficial ownership of the 930,000 shares held by the Fund and the 430,000 shares underlying warrants held by the Fund.
Outstanding
Shares
|
Shares
Underlying Currently
Exercisable Warrants or Options
|
Registered
Holders
|
591,875(1)
|
|
Mr.
Lepard
|
|
281,875(1)
(Underlying Warrants)
|
Mr.
Lepard
|
|
100,000(1)
(Underlying Options)
|
Mr.
Lepard
|
135,000(1)
|
|
IRAs
of Mr. Lepards Three Children
|
930,000(2)
|
|
The
Fund
|
|
430,000(3)
(Underlying Warrants)
|
The
Fund
|
|
(1)
|
Voting
and dispositive power held solely by Mr. Lepard
|
|
(2)
|
Voting
and dispositive power shared by Mr. Lepard, the GP and the Fund
|
(c)
The reporting persons did not engage in any transactions in the Issuers class of Common Stock during the last 60 days,
other than the purchases of Common Stock on December 31, 2019 described in Item 3.
(d)
No person other than the reporting persons has the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the securities beneficially owned by the reporting persons.
(e)
Item 5(e) is not applicable.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
The
information provided in Items 3, 4 and 5 is incorporated by reference in its entirety in this Item 6.
|
Item
7.
|
Material
to be Filed as Exhibits.
|
The
parties have entered into a Joint Filing Agreement dated September 3, 2019, which is attached as Exhibit A to this
filing.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this report is true,
complete and correct.
Dated:
January 10, 2020
|
|
|
|
/s/
Lawrence W. Lepard
|
|
Lawrence
W. Lepard
|
|
|
|
|
EMA
GARP FUND, LP
|
|
By
EMA GARP GP, LLC as General Partner
|
|
|
|
|
By:
|
/s/
Lawrence W. Lepard
|
|
|
Lawrence
W. Lepard
|
|
|
Manager
of EMA GARP GP, LLC
|
|
|
|
|
EMA
GARP GP, LLC
|
|
|
|
|
By:
|
/s/
Lawrence W. Lepard
|
|
|
Lawrence
W. Lepard
|
|
|
Manager
|
EXHIBIT
A
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the parties named below agree to the joint
filing on behalf of each them of a statement on Schedule 13D (including amendments thereto) with respect to the shares of Common
Stock of Rise Gold Corp., a Nevada corporation, and further agree that this Joint Filing Agreement be included as Exhibit A
to such Schedule 13D. In evidence thereof, the undersigned hereby execute this agreement this 3rd day of September,
2019.
|
|
|
|
/s/
Lawrence W. Lepard
|
|
Lawrence
W. Lepard
|
|
|
|
|
EMA
GARP FUND, LP
|
|
By
EMA GARP GP, LLC as General Partner
|
|
|
|
|
By:
|
/s/
Lawrence W. Lepard
|
|
|
Lawrence
W. Lepard
|
|
|
Manager
of EMA GARP GP, LLC
|
|
|
|
|
EMA
GARP GP, LLC
|
|
|
|
|
By:
|
/s/
Lawrence W. Lepard
|
|
|
Lawrence
W. Lepard
|
|
|
Manager
|