Amended Statement of Ownership (sc 13g/a)
May 08 2015 - 10:03AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
NORTHERN DYNASTY MINERALS LTD. |
(Name of Issuer) |
|
COMMON STOCK |
(Title of Class of Securities) |
|
66510M204 |
(CUSIP Number) |
|
May 1, 2015 |
(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 |
19,084,736* (see footnote in Item #4) |
6 |
Shared Voting Power |
0 |
7 |
Sole Dispositive Power |
24,591,463* (see footnote in Item #4) |
8 |
Shared Dispositive Power |
0 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person |
24,591,463* (see footnote in Item #4) |
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) |
19.99% |
12 |
Type of Reporting Person (See Instructions) |
IA |
Page 2 of 6
SCHEDULE
13G
1 |
Names of Reporting Persons |
KOPERNIK GLOBAL ALL-CAP FUND |
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 |
MASSACHUSETTS |
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5 |
Sole Voting Power |
12,996,166* (see footnote in Item #4) |
6 |
Shared Voting Power |
0 |
7 |
Sole Dispositive Power |
12,996,166* (see footnote in Item #4) |
8 |
Shared Dispositive Power |
0 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person |
12,996,166* (see footnote in Item #4) |
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) |
10.56% |
12 |
Type of Reporting Person (See Instructions) |
IC |
Page 3 of 6
Item 1.
| (a) | Name of Issuer: NORTHERN DYNASTY MINERALS LTD. |
| (b) | Address of Issuer’s Principal Executive Offices: |
15TH FLOOR, 1040 WEST
GEORGIA STREET
VANCOUVER, BRITISH COLUMBIA
CANADA V6E 4H1
Item 2.
| (a) | Name of Person Filing: |
(1) KOPERNIK GLOBAL INVESTORS, LLC
(2) KOPERNIK GLOBAL ALL-CAP FUND
| (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
KOPERNIK GLOBAL ALL-CAP FUND
C/O The Advisors’
Inner Circle Fund II
One Freedom
Valley Drive
Oaks, PA 19456
KOPERNIK GLOBAL INVESTORS, LLC -- DELAWARE
LIMITED LIABILITY COMPANY
KOPERNIK GLOBAL
ALL-CAP FUND, A SERIES OF The Advisors’ Inner Circle Fund II, A MASSACHUSETTS BUSINESS
TRUST
| (d) | Title and Class of Securities: COMMON STOCK |
|
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: |
KOPERNIK GLOBAL INVESTORS, LLC -- (e) An investment
adviser in accordance with Rule 13d-1(b)(1)(ii)(E). 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.
Page 4 of 6
KOPERNIK GLOBAL ALL-CAP FUND, A SERIES OF The
Advisors’ Inner Circle II Fund -- (d) Investment company registered under Section 8 of the Investment Company Act of 1940;
(a) |
Amount Beneficially Owned by all Reporting Persons: 24,591,463* |
|
(b) |
Percent of Class: 19.99% |
|
(c) |
Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: 19,084,736* |
| (ii) | Shared power to vote or to direct the vote: 0 |
| (iii) | Sole power to dispose or to direct the disposition of: 24,591,463* |
| (iv) | Shared power to dispose or to direct the disposition of: 0 |
*Common shares beneficially owned by all
reporting persons are comprised of 6,591,473 outstanding shares of common stock and 17,999,990 shares issuable upon exercise of
outstanding warrants. The reporting persons are not deemed to have beneficial ownership of an additional 714,156 shares issuable
upon exercise of the warrants as a result of certain limitations on exercise of the warrant that would result in the reporting
person’s beneficial ownership of the issuer’s common shares exceeding 19.99% of the outstanding common shares. None are held by
Kopernik Global Investors, LLC. Kopernik Global Investors, LLC may be deemed to have beneficial ownership of shares beneficially
owned by Kopernik Global All-Cap Fund and certain funds and accounts advised by it as further described in Item 6.
|
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. Other than as described
above with respect to Kopernik Global All-Cap Fund, 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. |
N/A
|
Item 9. |
Notice of Dissolution of Group. |
N/A
Page 5 of 6
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: May 8, 2015
KOPERNIK GLOBAL INVESTORS, LLC
Name: David B. Iben, CFA
Title: Chief Investment Officer
The Advisors’ Inner
Circle Fund II
FOR ITS SERIES KOPERNIK GLOBAL ALL-CAP FUND
Name: Dianne M. Descoteaux
Title: Vice President and Secretary
Page 6 of 6
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