Amended Statement of Beneficial Ownership (sc 13d/a)
March 18 2020 - 5:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 13)1
Hudbay Minerals Inc.
(Name
of Issuer)
Common Shares,
no par value
(Title of Class of Securities)
443628102
(CUSIP Number)
KANWALJIT TOOR
199 Bay Street, Suite 5050
Toronto, Ontario M5L 1E2
+1 416 504 3508
STEVE WOLOSKY, ESQ.
ANDREW FREEDMAN, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
March 16, 2020
(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 ¨.
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.
1
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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1
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NAME OF REPORTING PERSON
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Waterton Mining Parallel Fund Offshore Master, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
|
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REPORTING
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20,177,001
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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20,177,001
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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20,177,001
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.7%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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Waterton Precious Metals Fund II Cayman, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
|
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|
20,177,001
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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20,177,001
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11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
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|
|
20,177,001
|
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|
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.7%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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Waterton Mining Parallel Fund Offshore GP Corp.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
|
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SHARED VOTING POWER
|
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EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
20,177,001
|
|
PERSON WITH
|
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9
|
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SOLE DISPOSITIVE POWER
|
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- 0 -
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10
|
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SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
20,177,001
|
|
|
11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
20,177,001
|
|
|
12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
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13
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
7.7%
|
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|
14
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TYPE OF REPORTING PERSON
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CO
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1
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NAME OF REPORTING PERSON
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Waterton Global Resource Management, LP
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
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(b) ☐
|
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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|
OO
|
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5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
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|
|
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|
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6
|
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
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|
|
Cayman Islands
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
20,177,001
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
20,177,001
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
20,177,001
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
7.7%
|
|
|
14
|
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TYPE OF REPORTING PERSON
|
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|
|
|
|
|
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PN
|
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1
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NAME OF REPORTING PERSON
|
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|
|
|
|
|
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|
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|
Waterton Global Resource Management Cayman Corp.
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
Cayman Islands
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
20,177,001
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
20,177,001
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
20,177,001
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
7.7%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
CO
|
|
|
|
|
|
|
|
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|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Waterton Global Resource Management, Inc.
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
Canada
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
40,354,002
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
40,354,002
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
40,354,002
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
15.4%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Cheryl Brandon
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
Canada
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
40,354,002
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
40,354,002
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
40,354,002
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
15.4%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Isser Elishis
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
40,354,002
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
40,354,002
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
40,354,002
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
15.4%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Kalman Schoor
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
40,354,002
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
40,354,002
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
40,354,002
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
15.4%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Kanwaljit Toor
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
Canada
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
40,354,002
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
40,354,002
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
40,354,002
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
15.4%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Richard J. Wells
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
Canada
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
40,354,002
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
40,354,002
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
40,354,002
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
15.4%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
The following constitutes
Amendment No. 13 to the Schedule 13D filed by the undersigned (“Amendment No. 13”). This Amendment No. 13 amends the
Schedule 13D as specifically set forth herein.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 3 is hereby
amended and restated to read as follows:
The Shares purchased
by each of Waterton Mining LP and Waterton Fund II were purchased with working capital (which may, at any given time, include
margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted,
as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 20,177,001 Shares beneficially
owned by Waterton Mining LP is approximately C$118,309,692, excluding brokerage commissions. The aggregate purchase price of the
20,177,001 Shares beneficially owned by Waterton Fund II is approximately C$118,309,742, excluding brokerage commissions.
|
Item 4.
|
Purpose of Transaction.
|
Item 4 is hereby amended
to add the following:
As previously disclosed
in Amendment No. 10 to the Schedule 13D, on May 3, 2019, WGRM Inc. entered into a settlement agreement with the Issuer (the “Settlement
Agreement”), a copy of which was filed as Exhibit 99.1 to Amendment No. 10 to the Schedule 13D. On March 16, 2020, WGRM Inc.
and the Issuer entered into an amendment (the “Amendment”) to the Settlement Agreement. Pursuant to the Amendment,
WGRM Inc. and the Issuer agreed to, among other things, increase the number of Shares that may be acquired by the Reporting Persons
from 15.0% to up to 19.99% of the Shares outstanding during the standstill period. WGRM Inc. and the Issuer also agreed to amend
certain standstill provisions and to extend the standstill period for six months if the Reporting Persons acquire beneficial ownership
in excess of 16% of the Shares outstanding prior to the original termination date, with an automatic extension of a further six
months if the Reporting Persons’ beneficial ownership interest exceeds 17.5% of the Shares outstanding prior to the expiry
of such initial six-month extension period.
The foregoing description
of the Amendment is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Items 5(a)-(c) are
hereby amended and restated to read as follows:
The aggregate percentage
of Shares reported owned by each person named herein is based upon 261,272,151 Shares outstanding, as of February 19, 2020, which
is the total number of Shares outstanding as reported in Exhibit 99.2 to the Issuer’s Report of foreign issuer on Form 6-K
filed with the Securities and Exchange Commission on February 24, 2020.
|
(a)
|
As of the close of business on March 18, 2020, Waterton Mining LP beneficially owned 20,177,001
Shares.
|
Percentage: Approximately
7.7%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 20,177,001
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 20,177,001
|
|
(c)
|
The transactions in the Shares by Waterton Mining LP during the past sixty days are set forth in
Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on March 18, 2020, Waterton Fund II beneficially owned 20,177,001 Shares.
|
Percentage: Approximately
7.7%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 20,177,001
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 20,177,001
|
|
(c)
|
The transactions in the Shares by Waterton Fund II during the past sixty days are set forth in
Schedule A and are incorporated herein by reference.
|
|
(a)
|
Waterton Mining GP, as the general partner of Waterton Mining LP, may be deemed the beneficial
owner of the 20,177,001 Shares owned by Waterton Mining LP.
|
Percentage: Approximately
7.7%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 20,177,001
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 20,177,001
|
|
(c)
|
Waterton Mining GP has not entered into any transactions in the Shares during the past sixty days.
The transactions in the Shares on behalf of Waterton Mining LP during the past sixty days are set forth in Schedule A and are incorporated
herein by reference.
|
|
(a)
|
WGRM LP, as the general partner of Waterton Fund II, may be deemed the beneficial owner of the
20,177,001 Shares owned by Waterton Fund II.
|
Percentage: Approximately
7.7%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 20,177,001
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 20,177,001
|
|
(c)
|
WGRM LP has not entered into any transactions in the Shares during the past sixty days. The transactions
in the Shares on behalf of Waterton Fund II during the past sixty days are set forth in Schedule A and are incorporated herein
by reference.
|
|
(a)
|
WGRM Corp., as the general partner of WGRM LP, may be deemed the beneficial owner of the 20,177,001
Shares owned by Waterton Fund II.
|
Percentage: Approximately
7.7%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 20,177,001
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 20,177,001
|
|
(c)
|
WGRM Corp. has not entered into any transactions in the Shares during the past sixty days. The
transactions in the Shares on behalf of Waterton Fund II during the past sixty days are set forth in Schedule A and are incorporated
herein by reference.
|
|
(a)
|
WGRM Inc., as the investment adviser to each of Waterton Mining LP and Waterton Fund II, may be
deemed the beneficial owner of the (i) 20,177,001 Shares owned by Waterton Mining LP and (ii) 20,177,001 Shares owned by Waterton
Fund II.
|
Percentage:
Approximately 15.4%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 40,354,002
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 40,354,002
|
|
(c)
|
WGRM Inc. has not entered into any transactions in the Shares during the past sixty days. The transactions
in the Shares on behalf of each of Waterton Mining LP and Waterton Fund II during the past sixty days are set forth in Schedule
A and are incorporated herein by reference.
|
|
G.
|
Messrs. Elishis, Schoor, Toor and Wells and Ms. Brandon
|
|
(a)
|
Each of Messrs. Elishis, Schoor, Toor and Wells and Ms. Brandon, as a senior executive of WGRM
Inc., may be deemed the beneficial owner of the (i) 20,177,001 Shares owned by Waterton Mining LP and (ii) 20,177,001 Shares owned
by Waterton Fund II.
|
Percentage: Approximately
15.4%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 40,354,002
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 40,354,002
|
|
(c)
|
None of Messrs. Elishis, Schoor, Toor and Wells and Ms. Brandon has entered into any transactions
in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Waterton Mining LP and Waterton Fund
II during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
|
The filing of this
Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange
Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he, she or it does not directly own. Each of
the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he, she or it does not
directly own.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 6 is hereby amended
to add the following:
On March 16, 2020,
WGRM Inc. entered into the Amendment as further described in Item 4. A copy of the Amendment is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
|
Item 7.
|
Material to be Filed as Exhibits.
|
Item 7 is hereby amended
to add the following exhibit:
|
99.1
|
Amending Agreement by and between Waterton Global Resource Management, Inc. and Hudbay Minerals
Inc., dated March 16, 2020.
|
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: March 18, 2020
|
WATERTON MINING PARALLEL FUND OFFSHORE MASTER, LP
|
|
|
|
By:
|
Waterton Mining Parallel Fund Offshore GP Corp., its general partner
|
|
|
|
|
By:
|
/s/ Richard J. Wells
|
|
|
Name:
|
Richard J. Wells
|
|
|
Title:
|
Chief Financial Officer
|
|
Waterton Precious Metals Fund II Cayman, LP
|
|
|
|
By:
|
Waterton Global Resource Management, LP, its general partner
|
|
By:
|
Waterton Global Resource Management Cayman Corp., its general partner
|
|
|
|
|
By:
|
/s/ Richard J. Wells
|
|
|
Name:
|
Richard J. Wells
|
|
|
Title:
|
Chief Financial Officer
|
|
Waterton Mining Parallel Fund Offshore GP Corp.
|
|
|
|
By:
|
/s/ Richard J. Wells
|
|
|
Name:
|
Richard J. Wells
|
|
|
Title:
|
Chief Financial Officer
|
|
Waterton Global Resource Management, LP
|
|
|
|
By:
|
Waterton Global Resource Management Cayman Corp., its general partner
|
|
|
|
|
By:
|
/s/ Richard J. Wells
|
|
|
Name:
|
Richard J. Wells
|
|
|
Title:
|
Chief Financial Officer
|
|
Waterton Global Resource Management Cayman Corp.
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By:
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/s/ Richard J. Wells
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Name:
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Richard J. Wells
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Title:
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Chief Financial Officer
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WATERTON GLOBAL RESOURCE MANAGEMENT, INC.
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By:
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/s/ Richard J. Wells
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Name:
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Richard J. Wells
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Title:
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Chief Financial Officer
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/s/ Cheryl Brandon
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Cheryl Brandon
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/s/ Isser Elishis
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Isser Elishis
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/s/ Kalman Schoor
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Kalman Schoor
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/s/ Kanwaljit Toor
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Kanwaljit Toor
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/s/ Richard J. Wells
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Richard J. Wells
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SCHEDULE A
Transactions in the Shares During
the Past Sixty Days
Nature of the Transaction
|
Amount of Securities
Purchased/(Sold)
|
Price (US$)*
|
Date of
Purchase/Sale
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Waterton
Mining Parallel Fund Offshore Master, LP
Purchase of Common Shares
|
250,000
|
2.8542
|
02/21/2020
|
Purchase of Common Shares
|
327,113
|
2.7159
|
02/24/2020
|
Purchase of Common Shares
|
301,021
|
2.6750
|
02/25/2020
|
Purchase of Common Shares
|
70,000
|
2.3060
|
02/27/2020
|
Purchase of Common Shares
|
584,001
|
1.4194
|
03/18/2020
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Waterton
Precious Metals Fund II Cayman, LP
Purchase of Common Shares
|
250,000
|
2.8542
|
02/21/2020
|
Purchase of Common Shares
|
327,113
|
2.7159
|
02/24/2020
|
Purchase of Common Shares
|
301,022
|
2.6750
|
02/25/2020
|
Purchase of Common Shares
|
70,000
|
2.3060
|
02/27/2020
|
Purchase of Common Shares
|
583,988
|
1.4194
|
03/18/2020
|
*
The price reported is a weighted average price. These shares were
purchased in multiple transactions at prices ranging from US$1.27 to US$2.87. The Reporting Persons undertake to provide to the
Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information
regarding the number of shares purchased at each separate price within the range set forth herein.
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