Amended Statement of Ownership (sc 13g/a)
February 09 2018 - 2:00PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
NORTHERN
DYNASTY MINERALS LTD.
|
(Name of Issuer)
|
|
COMMON STOCK
|
(Title of Class of Securities)
|
|
66510M204
|
(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:
|
x
|
Rule 13d-1(b)
|
|
|
|
|
o
|
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 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
).
SCHEDULE 13G
1
|
Names
of Reporting Persons
|
KOPERNIK
GLOBAL INVESTORS, LLC
|
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
|
DELAWARE
|
Number of
Shares
Beneficially
Owned by
Each
Reporting Person
With:
|
5
|
Sole Voting Power
|
13,462,003
|
6
|
Shared Voting Power
|
0
|
7
|
Sole Dispositive Power
|
17,097,755
|
8
|
Shared Dispositive Power
|
0
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
17,097,755
|
10
|
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
o
|
11
|
Percent of class represented by amount in row (9)
|
5.55%
|
12
|
Type of Reporting Person (See Instructions)
|
IA
|
SCHEDULE 13G
Item 1.
|
|
|
|
(a)
|
Name of Issuer:
NORTHERN DYNASTY MINERALS LTD.
|
|
|
(b)
|
Address of Issuer’s Principal Executive Offices:
|
|
|
|
15
TH
FLOOR, 1040 WEST GEORGIA STREET
|
|
VANCOUVER, BRITISH COLUMBIA
|
|
CANADA V6E 4H1
|
|
|
Item 2.
|
|
|
|
(a)
|
Name of Person Filing:
|
|
|
|
KOPERNIK GLOBAL INVESTORS, LLC
|
|
|
(b)
|
Address of Principal Business Office or, if None, Residence:
|
|
|
|
KOPERNIK GLOBAL INVESTORS, LLC
|
|
TWO HARBOUR PLACE
|
|
302 KNIGHTS RUN AVENUE, SUITE 1225
|
|
TAMPA, FL 33602
|
|
|
(c)
|
Citizenship:
|
|
|
|
KOPERNIK GLOBAL INVESTORS, LLC -- DELAWARE LIMITED LIABILITY COMPANY
|
|
|
(d)
|
Title and Class of Securities:
COMMON STOCK
|
|
|
(e)
|
CUSIP No.:
66510M204
|
|
|
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;
|
|
|
|
|
|
(b)
|
o
|
Bank as defined in Section 3(a)(6) of the Act;
|
|
|
|
|
|
(c)
|
o
|
Insurance company as defined in Section 3(a)(19) of the Act;
|
|
|
|
|
|
(d)
|
o
|
Investment company registered under Section 8 of the Investment Company Act of 1940;
|
|
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(e)
|
x
|
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
|
|
|
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None of the securities are held by Kopernik Global Investors, LLC. The filing of this statement shall not be construed
as an admission that Kopernik Global Investors, LLC is the beneficial owner of any of the securities covered by this statement
for any other purpose.
|
|
|
|
|
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(f)
|
o
|
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
|
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(g)
|
o
|
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
|
|
|
|
|
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(h)
|
o
|
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
|
|
|
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(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;
|
|
|
|
|
|
(j)
|
o
|
A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
|
|
|
|
|
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(k)
|
o
|
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: ____
|
|
|
|
|
Item 4.
|
Ownership
|
|
|
(a)
|
Amount Beneficially Owned by all Reporting Persons:
17,097,755
|
|
|
(b)
|
Percent of Class:
5.55%
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
|
(i)
|
Sole power to vote or to direct the vote:
13,462,003
|
|
|
|
|
(ii)
|
Shared power to vote or to direct the vote:
0
|
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
17,097,755
|
|
|
|
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(iv)
|
Shared power to dispose or to direct the disposition of:
0
|
|
|
|
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
o
.
Item 6.
|
Ownership of
more than Five Percent on Behalf of Another Person.
|
Securities
reported on this Schedule 13G are beneficially owned by certain of Kopernik Global Investors, LLC’s investment advisory clients
which may include investment companies registered under the Investment Company Act and/or other accounts. No such person beneficially
owns greater than 5%.
Item 7.
|
Identification
and classification of the subsidiary which acquired the security being reported on by the parent holding company or control
person.
|
|
|
|
N/A
|
|
|
Item 8.
|
Identification and classification of members of the group.
|
|
|
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N/A
|
|
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Item 9.
|
Notice of Dissolution of Group.
|
|
|
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N/A
|
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.
Dated: February 9, 2018
KOPERNIK GLOBAL INVESTORS, LLC
/s/ David B. Iben
|
|
Name: David B. Iben, CFA
|
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Title: Chief Investment Officer
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The original statement shall be signed
by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of
a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence
of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however,
that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name
and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements
or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
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