Electrum Form 4 Trilogy Metals / THOMAS SCOTT KAPLAN ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KAPLAN THOMAS SCOTT

(Last) (First) (Middle)

535 MADISON AVENUE, 12TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Trilogy Metals Inc. [ TMQ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Possible member of 10% group

3. Date of Earliest Transaction (Month/Day/Year)
04/20/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	04/20/2018		J(1)		5,031,250	A	$1.16	29,422,923	I	By Electrum Strategic Opportunities Fund L.P.(2)(5)
Common Shares								10,000	I	By Tigris Financial Group Ltd.(3)(5)
Common Shares								833,333	I	By GRAT Holdings LLC(4)(5)
Common Shares								113,739	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants (right to buy)	$1.52							07/07/2014	07/07/2019	Common Shares	2,760,870		2,760,870	I	By Electrum Strategic Opportunities Fund L.P.(2)(5)

1. Name and Address of Reporting Person^*

KAPLAN THOMAS SCOTT

(Last) (First) (Middle)

535 MADISON AVENUE, 12TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Electrum Strategic Opportunities Fund L.P.

(Last) (First) (Middle)

535 MADISON AVENUE, 12TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Electrum Group LLC

(Last) (First) (Middle)

535 MADISON AVENUE, 12TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ESOF GP Ltd.

(Last) (First) (Middle)

535 MADISON AVENUE, 12TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GRAT Holdings LLC

(Last) (First) (Middle)

535 MADISON AVENUE, 12TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. On April 20, 2018, ESOF acquired 5,031,250 of the Issuer's Common Shares for an aggregate purchase price of $5,836,250, or $1.16 per Common Share.

2. ESOF is an investment fund, of which The Electrum Group LLC is the investment adviser. ESOF GP Ltd. is the general partner of the sole general partner of ESOF.

3. Mr. Kaplan is the sole shareholder of Tigris Financial Group Ltd. ("Tigris").

4. GRAT Holdings LLC ("GRAT Holdings") is owned by trusts for the benefit of family members of Mr. Kaplan.

5. In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by Tigris, GRAT Holdings, and ESOF is reported herein. For purposes of Section16 of the Securities Exchange Act of 1934, each reporting person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

Remarks:

* Any Common Shares reported herein are no longer deemed to be beneficially owned by Leopard Holdings LLC, Electrum Global Holdings L.P., and TEG Global GP Ltd, solely due to an internal restructuring.

	/s/ Thomas S. Kaplan	04/24/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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