Amended Statement of Beneficial Ownership (sc 13d/a)
April 20 2015 - 08:55AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
(Amendment
No. 14)
Under the Securities
Exchange Act of 1934
PARAMOUNT GOLD
AND SILVER CORP.
(Name of Issuer)
Common
Stock, $0.001 Par Value
(Title
of Class of Securities)
69924P102
(CUSIP Number)
Robert
A. Grauman, Esq.
Baker
& McKenzie LLP
1114
Avenue of the Americas
New York
NY 10036
(212)
626-4100 |
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 17, 2014
(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 o.
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§240.13d-7 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).
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CUSIP
No. 69924P102 |
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1. |
Names of Reporting Persons. |
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FCMI
FINANCIAL CORPORATION
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2. |
Check the
Appropriate Box if a Member of a Group (See Instructions) |
(a) |
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(b) |
o |
3. |
SEC Use Only |
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4. |
Source of
Funds (See Instructions) |
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WC |
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5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
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6. |
Citizenship
or Place of Organization |
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ONTARIO,
CANADA
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole
Voting Power |
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-0- |
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8. |
Shared
Voting Power |
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-0- |
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9. |
Sole
Dispositive Power |
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-0- |
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10. |
Shared
Dispositive Power |
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-0- |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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-0- |
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12. |
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares |
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13. |
Percent of
Class Represented by Amount in Row (11) |
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0.0%
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14. |
Type of Reporting
Person |
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CO |
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CUSIP
No. 69924P102 |
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1. |
Names of Reporting Persons. |
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ALBERT
D. FRIEDBERG
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2. |
Check the
Appropriate Box if a Member of a Group (See Instructions) |
(a) |
o |
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(b) |
o |
3. |
SEC Use Only |
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4. |
Source of
Funds (See Instructions) |
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AF |
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5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
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6. |
Citizenship
or Place of Organization |
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CANADA
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole
Voting Power |
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-0- |
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8. |
Shared
Voting Power |
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-0- |
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9. |
Sole
Dispositive Power |
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-0- |
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10. |
Shared
Dispositive Power |
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-0- |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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-0- |
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12. |
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares |
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13. |
Percent of
Class Represented by Amount in Row (11) |
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0.0%
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14. |
Type of Reporting
Person |
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IN |
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The Statement
on Schedule 13D dated and filed March 23, 2009, as amended by Amendment No. 1 dated and filed May 28, 2009, Amendment No. 2 dated
and filed July 21, 2009, Amendment No. 3 dated and filed August 6, 2009, Amendment No. 4 dated and filed August 6, 2009, by Amendment
No. 5 dated and filed September 23, 2009, Amendment No. 6 dated and filed October 19, 2009, Amendment No. 7 dated and filed June
23, 2010, Amendment No. 8 dated June 30, 2010, Amendment No. 9 dated December 22, 2010, Amendment No. 10 dated and filed January
11, 2011, Amendment No. 11 dated and filed April 3, 2012, Amendment No. 12 dated and filed March 14 2013 and Amendment No. 13
filed December 23, 2014 (as so amended, the “Statement”), filed by FCMI Financial Corporation, a corporation
existing under the laws of the province of Ontario, Canada (“FCMI”), and Albert D. Friedberg (collectively
with FCMI, the “Filing Persons”), relating to the common stock, $0.001 par value (the “Common Shares”),
of Paramount Gold and Silver Corp., a Delaware corporation (the “Issuer”), is hereby amended with respect to
the items set forth below in this Amendment No. 14. Capitalized terms used herein without definition have the same meanings as
those ascribed to them in the Statement.
Item 5. |
Interest
in Securities of the Issuer |
The final
paragraph of Item 5 of the Statement is amended and restated to read in its entirely as set forth below:
On
April 17, 2015, the Issuer announced that the transactions contemplated by the Agreement and Plan of Merger, dated as of
December 16, 2014, as amended, among Coeur Mining, Inc. (“Coeur”), Hollywood Merger Sub, Inc., the Issuer
and Paramount Nevada Gold Corp. (the “Merger Agreement”) had been completed, and that Coeur had acquired
all of the issued and outstanding shares of common stock of the Issuer. Pursuant to the Merger Agreement, FCMI will surrender
all of its Common Shares of the Issuer and will receive in exchange for such Common Shares 4,927,957 shares of common stock
of Coeur (based on the exchange ratio of 0.2016 of a share of Coeur per Common Share of the Issuer, as provided in the
Merger Agreement). As a result, on the date of this Schedule 13D (Amendment No. 14), FCMI no longer beneficially own any
Common Shares of the Issuer.
Except
as reported in this Schedule 13D (Amendment No. 14), neither FCMI nor any of its officers or directors has effected any transactions
in the Issuer’s securities during the 60 days preceding the filing of this Schedule 13D (Amendment No. 14).
Signatures
After reasonable
inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information
set forth in this statement is true, complete and correct.
Dated: April 20, 2015
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FCMI FINANCIAL CORPORATION
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By: |
/s/ |
Dan Scheiner |
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Name: |
Dan Scheiner |
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Title: |
Vice President |
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/s/ Albert D. Friedberg |
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Albert D. Friedberg |
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