MacKenzie B Davis Form 3 TURQUOISE HILL RESOURCES / MacKenzie B Davis ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

SailingStone Capital Partners LLC

(Last) (First) (Middle)

ONE CALIFORNIA STREET

30TH FLOOR

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2018

3. Issuer Name and Ticker or Trading Symbol
TURQUOISE HILL RESOURCES LTD. [ TRQ ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	422,933(1)(2)	I	Held by SailingStone Global Natural Resources Fund, L.P.(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

SailingStone Capital Partners LLC

(Last) (First) (Middle)

ONE CALIFORNIA STREET

30TH FLOOR

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SailingStone Holdings LLC

(Last) (First) (Middle)

ONE CALIFORNIA STREET

30TH FLOOR

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Davis MacKenzie B

(Last) (First) (Middle)

ONE CALIFORNIA STREET

30TH FLOOR

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Settles Kenneth L Jr

(Last) (First) (Middle)

ONE CALIFORNIA STREET

30TH FLOOR

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Explanation of Responses:

1. Kenneth Settles holds approximately 0.89% of the limited partnership interests of SailingStone Global Natural Resources Fund, L.P. (the "Fund"), and may be considered to have a pecuniary interest in the proportionate amount of the common stock of the Company held by the Fund, or 188,205 shares. MacKenzie Davis holds approximately 1.11% of the limited partnership interests of the Fund and may be considered to have a pecuniary interest in the proportionate amount of the common stock of the Company held by the Fund or 234,728 shares.

2. Each of the Reporting Persons (other than Kenneth Settles and MacKenzie Davis to the extent set forth above), hereby disclaims beneficial ownership of the shares held by the Fund pursuant to Rule 16a-1(a)(4) under the 1934, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Section 16 or for any other purpose.

Remarks:

On February 1, 2018, the Reporting Persons took one or more actions which could be deemed have the purpose or effect of influencing or changing the control of Turquoise Hill Resources Ltd. (the "Company"). Prior to this date, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Reporting Persons did not beneficially own more than 10% of any class of the Company's equity securities due to exemptions from beneficial ownership under Rule 16a-1(a)(1)(v) and Rule 16a-1(a)(1)(vii) under the 1934 Act, as applicable, for shares of the Company held in accounts for which SailingStone Capital Partners LLC serves as investment adviser. File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

	/s/ Patrick W.D. Turley, Attorney-in-Fact	02/09/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.