UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 3)
Platinum Group Metals Ltd.
(Name of Issuer)
Common Shares, No Par Value
(Title of Class of Securities)
72765Q601
(CUSIP Number)
COPY TO:
Joshua Beiser
Senior Investment 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)
May 15, 2018
(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 Rule13d-1(e),13d-1(f) or13d-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 Rule13d-7(b) for other parties to whom copies are to be sent.
| * | 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).
SCHEDULE 13D
CUSIP No. 72765Q601 |
| 1. | NAME OF REPORTING PERSONS
Liberty Metals & Mining Holdings, LLC | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐ | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | SOURCE OF FUNDS
OO | |||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
N/A | |||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7. | SOLE VOTING POWER
56,160,609* | ||||
| 8. | SHARED VOTING POWER
0 shares | |||||
| 9. | SOLE DISPOSITIVE POWER
56,160,609* | |||||
| 10. | SHARED DISPOSITIVE POWER
0 shares | |||||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,160,609* | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
N/A | |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.06%** | |||||
| 14. | TYPE OF REPORTING PERSON
OO | |||||
*consists of 36,160,609 shares of common stock and 20,000,000 warrants
**percentage based on total common shares and warrants currently held on a partially diluted basis
Liberty Metals & Mining Holdings, LLC (“LMMH”) hereby amends the report on Schedule 13D filed with the Commission on January 10, 2013 (the “Schedule 13D”), as it has been amended from time to time, with respect to the shares of common stock, no par value, of Platinum Group Metals Ltd. (the “Issuer” or “Platinum Group”).
Capitalized terms used by not defined herein have the meaning assigned to them in the Schedule 13D.
Item 1. Security and Issuer
The principal executive offices of the Issuer has been amended to Suite 788, 550 Burrard Street, Vancouver, British Columbia, Canada, V6C 2B5.
Item 2. Identity and Background
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. Source and Amount of Funds or Other Consideration
Item 3 of Schedule 13D is hereby amended by adding the following paragraph immediately following the last paragraph of Item 3.
LMMH acquired shares in a public offering by Issuer pursuant to a prospectus on SEC FormF-10, dated October 14, 2016, as supplemented on May 14, 2018 (the “Registration Statement”) which offering was comprised of one common share and one full common share purchase warrant. The common shares were acquired at a price of US$0.15 per share for a total purchase price for the shares acquired by LMMH in such public offering of approximately US$3,000,000.00.
LMMH also acquired 20,000,000 warrants in said offering. Each whole common share purchase warrant will be exercisable for a period of 18 months after the May 15, 2018 closing date at an exercise price of US$0.17 per share.
Item 4. Purpose of Transaction
No Modification.
Item 5. Interest in Securities of the Issuer
Item 5 is amended and restated as follows:
| (a) | Following the acquisition of 20,000,000 shares on May 15, 2018, LMMH currently holds 36,160,609 Common Shares and 20,000,000 Warrants. The Common Shares currently held represent 12.42% of the 291,034,110 of the current issued and outstanding Common Shares (as disclosed in Platinum Groups’ Supplementary Information and Management’s Discussion and Analysis dated July 16, 2018). The Common Shares and Warrants currently held on a partially diluted basis would represent 18.06% of the issued and outstanding Common Shares. |
(b) LMMH has the sole power to vote or direct the vote of, and the sole power to dispose or direct the disposition of, 36,160,609 Common Shares in addition to the 20,000,000 Warrants exercisable at LMMH’s discretion. LMMH has no shared power to either vote or dispose of the shares.
(c) During the 60 days preceding the date of this report, the Reporting Person purchased the following shares of the Issuer’s Common Shares pursuant to the public offering described in Item 3 above:
Reporting Person | Date Purchased | Quantity | Price Per Share | |||||||||
LMMH | May 15, 2018 | 20,000,000 | US$ | 0.15 | ||||||||
(d) With respect to LMMH, to the best of its knowledge, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceedings from the sale of, such securities, where such interest relates to either more or less than five percent of the class.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits
None.
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.
| LIBERTY METALS & MINING HOLDINGS, LLC | ||||||
| Dated: October 24, 2018 | By: | /s/ Mark Tomek | ||||
| Mark Tomek | ||||||
| Vice President | ||||||
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
| Neeti Bhalla Johnson President Citizenship: U.S.A. | Paul Mitrokostas Senior Vice President Citizenship: U.S.A. | Christopher L. Peirce Senior Vice President and Chief Financial Officer Citizenship: U.S.A. | ||
| Mark C. Touhey Vice President and Secretary Citizenship: U.S.A. | James F. Kelleher Senior Vice President Citizenship: U.S.A. | Avtar Vasu Senior Vice President Citizenship: U.S.A. | ||
| Damon Barber Vice President Citizenship: U.S.A. | Mark Tomek Vice President Citizenship: | Caury Baily Vice President and Assistant Treasurer Citizenship: U.S.A. | ||
| George S. Ryan Vice President Citizenship: U.S.A. | Michael P. Russell Treasurer Citizenship: U.S.A. | Laurance H.S. Yahia Assistant Treasurer Citizenship: U.S.A. | ||
| Gwen B. Steele Assistant Treasurer Citizenship: U.S.A. | ||||
Liberty Mutual Insurance Company
175 Berkeley Street
Boston, Massachusetts 02116
Executive Officers
| David H. Long Chairman of the Board, President Citizenship: U.S.A. | Kevin H. Kelley Executive Vice President | Mark C. Touhey Senior Vice President and Citizenship: U.S.A. | ||
| Timothy M. Sweeney Executive Vice President Citizenship: U.S.A. | Neeti Bhalla Johnson Executive Vice President Citizenship: U.S.A. | Christopher L. Peirce Executive Vice President and Citizenship: U.S.A. | ||
| James M. McGlennon Executive Vice President and Citizenship: U.S.A. & Ireland | Dennis J. Langwell Executive Vice President | James F. Kelleher Executive Vice President and Citizenship: U.S.A. | ||
| Melanie M. Foley Executive Vice President and Chief Talent & Enterprise Services Officer Citizenship: U.S.A. | Alison B. Erbig Senior Vice President and Citizenship: U.S.A. | Laurance H.S. Yahia Senior Vice President and Citizenship: U.S.A. | ||
Directors
| David H. Long Chairman of the Board, President Citizenship: U.S.A. | Neeti Bhalla Johnson Executive Vice President Citizenship: U.S.A. | Melanie M. Foley Executive Vice President and Chief Talent & Enterprise Services Officer Citizenship: U.S.A. | ||
| James F. Kelleher Executive Vice President and Chief Legal Officer Citizenship: U.S.A. | Dennis J. Langwell Executive Vice President Citizenship: U.S.A. | Christopher L. Peirce Executive Vice President and Chief Financial Officer Citizenship: U.S.A. | ||
| Timothy M. Sweeney Executive Vice President Citizenship: U.S.A. | Mark C. Touhey Senior Vice President and Citizenship: U.S.A. | James M. McGlennon Executive Vice President and Citizenship: U.S.A. & Ireland | ||
| Kevin H. Kelley Executive Vice President Citizenship: U.S.A. | ||||
Executive Officers and Directors of Ultimate Control Person
Liberty Mutual Holding Company Inc.
175 Berkeley Street
Boston, Massachusetts 02116
Executive Officers
| David H. Long Chairman of the Board, Chief Executive Officer and President Citizenship: U.S.A. | Kevin H. Kelley Executive Vice President Citizenship: U.S.A. | Neeti Bhalla Johnson Executive Vice President and Chief Investment Officer Citizenship: U.S.A. | ||
| Christopher L. Peirce Executive Vice President and Chief Financial Officer Citizenship: U.S.A | Dennis J. Langwell Executive Vice President Citizenship: U.S.A. | Timothy M. Sweeney Executive Vice President Citizenship: U.S.A. | ||
| James F. Kelleher Executive Vice President and Chief Legal Officer Citizenship: U.S.A. | James M. McGlennon Executive Vice President Citizenship: U.S.A. & Ireland | Melanie M. Foley Executive Vice President and Chief Talent & Enterprise Citizenship: U.S.A. | ||
| Anthony G. Martella, Jr. Senior Vice President and Corporate Actuary Citizenship: U.S.A. | Laurance H.S. Yahia Senior Vice President and Citizenship: U.S.A. | Alison B. Erbig Senior Vice President and Citizenship: U.S.A. | ||
| Mark C. Touhey Senior Vice President and Citizenship: U.S.A. | ||||
Liberty Mutual Holding Company Inc.
175 Berkeley Street
Boston, Massachusetts 02116
Directors
| David H. Long Chairman of the Board, Chief Executive Officer and President c/o Liberty Mutual Holding Citizenship: U.S.A. | Nancy W. Quan Chief Technical Officer Coca-Cola North America c/o Liberty Mutual Holding Citizenship:U.S.A. | Francis A. Doyle, III Chief Operating Officer and Connell Limited Partnership c/o Liberty Mutual Holding Citizenship:U.S.A. | ||
| John P. Manning Chief Executive Officer, Chairman Boston Capital Corporation c/o Liberty Mutual Holding Citizenship:U.S.A. & Ireland | Thomas J. May Retired Chairman, Eversource Energy c/o Liberty Mutual Holding Citizenship:U.S.A. | Myrtle Stephens Potter Chief Executive Officer Myrtle Potter & Company, LLC c/o Liberty Mutual Holding Company Inc. Citizenship: U.S.A. | ||
| Ellen A. Rudnick Senior Advisor, Polsky Center for c/o Liberty Mutual Holding Citizenship:U.S.A. | Angel A. Ruiz President and Chief Executive Officer Ericsson Inc. c/o Liberty Mutual Holding Company Inc. Citizenship: U.S.A. | Martin P. Slark Vice Chairman and Chief Executive Officer Molex Incorporated c/o Liberty Mutual Holding Citizenship:U.S.A. & United | ||
| Eric A. Spiegel Retired President and Chief Siemans Corporation c/o Liberty Mutual Holding Citizenship:U.S.A. | William C. Van Faasen Chairman Emeritus Blue Cross and Blue Shield of c/o Liberty Mutual Holding Company Inc. Citizenship:U.S.A. | Annette M. Verschuren, O.C. Chair and Chief Executive NRStor Inc. c/o Liberty Mutual Holding Citizenship:Canada | ||
