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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 31)*
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Sprott Focus Trust, Inc. (Name of Issuer) |
Common Stock, $0.001 par value per share (Title of Class of Securities) |
85208J109 (CUSIP Number) |
W. Whitney George c/o Sprott 320 Post Road, Suite 230, Darien, CT, 06820 (203) 656-2432 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/30/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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
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| CUSIP No. | 85208J109 |
| 1 |
Name of reporting person
W. Whitney George | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,258,640.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
41 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 85208J109 |
| 1 |
Name of reporting person
Meredith George | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,065,806.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 85208J109 |
| 1 |
Name of reporting person
The Meredith and Whitney George Family Foundation, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,407,652.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value per share |
| (b) | Name of Issuer:
Sprott Focus Trust, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
320 POST ROAD, SUITE 230, DARIEN,
CONNECTICUT
, 06820. |
| Item 2. | Identity and Background |
| (a) | W. Whitney George and Meredith George |
| (b) | Sprott Asset Management USA Inc., 320 Post Road, Suite 230, Darien, Connecticut 06820 |
| (c) | Chief Executive Officer of Sprott, Inc., 200 Bay Street, Suite 2600, Toronto, ON M5J2J1 |
| (d) | N/A |
| (e) | N/A |
| (f) | United States of America |
| Item 3. | Source and Amount of Funds or Other Consideration |
All Shares being reported in Item 5(c) of this Amendment No. 31 were acquired pursuant to the Issuer's dividend reinvestment program and gift transfers. | |
| Item 4. | Purpose of Transaction |
Dividend Reinvestment plan | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of the date hereof, the Reporting Persons beneficially own in the aggregate 15,324,446 Shares, which represents approximately 51.3% of the Issuer's outstanding Shares. |
| (b) | Each percentage ownership of Shares set forth in the Schedule 13D is based on the 29,872,528 Shares reported by the Issuer as outstanding as of June 30, 2024 in the Issuer's Semi-Annual Certified Shareholder Report (Form N-CSR) filed with the Securities and Exchange Commission on September 6, 2024 |
| (c) | See Item 7 |
| (d) | N/A |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Amendment No. 31, which agreement is set forth on the signature page to this Schedule 13D. | |
| Item 7. | Material to be Filed as Exhibits. |
Transactions in the Shares During the Past 60 Days:
W. Whitney George
Trade Date Transaction Number of Shares Price Per Share
Bought/(Sold)
12/30/2024 Dividend Reinvestment 165,766(1) $7.27
Meredith George
Trade Date Transaction Number of Shares Price Per Share
Bought/(Sold/Disposed of)
12/16/2024 Gift Transfer (3,000) $7.65
12/17/2024 Gift Transfer (1,500) $7.55
12/30/2024 Dividend Reinvestment 88,629(2) $7.27
The Meredith and Whitney George Family Foundation
Trade Date Transaction Number of Shares Price Per Share
Bought/(Sold)
12/30/2024 Dividend Reinvestment 69,501(3) $7.27
(1) Represents Shares acquired pursuant to the Issuer's dividend reinvestment program by accounts which W. Whitney George may be deemed to beneficially own (excluding The Meredith and Whitney George Family Foundation, Inc.), including 38,259 Shares acquired by the Children's Trust, 9,545 Shares acquired by the TM Trust, 7,954 Shares acquired by the BM Trust and 3,069 Shares acquired by the MG Trust.
(2) Represents Shares acquired by Meredith George pursuant to the Issuer's dividend reinvestment program.
(3) Represents Shares acquired by The Meredith and Whitney George Family Foundation, Inc. pursuant to the Issuer's dividend reinvestment program. |
| 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.
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Comments accompanying signature:
* Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interests therein, and this report shall not be deemed an admission that such person or entity is the beneficial owner of these Shares for purposes of Section 16 of the Exchange Act, or for any other purpose. |