UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 1)
Platinum Group Metals Ltd.
(Name of Issuer)
Common Shares, No Par Value
(Title of Class of Securities)
72765Q205
(CUSIP Number)
COPY TO:
Joshua Beiser
Counsel
Liberty Mutual Insurance
175 Berkeley Street
Boston, MA 02116
Tel: 617-357-9500
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)
December 31, 2013
(Dates of Events which Require Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) 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).
SCHEDULE 13D
| CUSIP No.72765Q205 |
| 1. | Name of reporting persons
Liberty Metals & Mining Holdings, LLC | |||||
| 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) ¨
N/A | |||||
| 6. | Citizenship or place of organization
State of Delaware | |||||
| Number of shares beneficially owned by each reporting person with
|
7. | Sole voting power
93,022,411 | ||||
| 8. | Shared voting power
0 shares | |||||
| 9. | Sole dispositive power
93,022,411 | |||||
| 10. | Shared dispositive power
0 shares | |||||
| 11. |
Aggregate amount beneficially owned by each reporting person
93,022,411 | |||||
| 12. | Check box if the aggregate amount in Row (11) excludes certain shares
N/A | |||||
| 13. | Percent of class represented by amount in Row (11)
16.87% | |||||
| 14. | Type of reporting person
OO | |||||
Liberty Metals & Mining Holdings LLC (“LMMH”) hereby amends the report on Schedule 13D filed with the Commission on January 10, 2013 (the “Schedule 13D”), with respect to the shares of common stock, no par value, of Platinum Group Metals Ltd. (the “Issuer” or “Platinum Group”). The principal executive offices of the Issuer are located at Suite 328, 550 Burrard Street, Vancouver, British Columbia, Canada, V6C 2B5.
Capitalized terms used by not defined herein have the meaning assigned to them in the Schedule 13D.
| Item 1. | Security and Issuer |
No Modification.
| Item 2. | Identity and Background |
Item 2 is amended with respect to Schedule A, updating the Executive Officers and Directors of LMMH, Liberty Mutual Insurance Company and Liberty Mutual Holding Company Inc.
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of Schedule 13D is hereby amended by adding the following paragraph immediately following the last paragraph of Item 3.
LMMH acquired additional shares in a public offering by Issuer pursuant to a prospectus on SEC Form F-10, dated December 9, 2013 (the “Registration Statement”) at a price of CAN$1.18 per share for a total purchase price for the shares acquired by LMMH in such public offering of CAN$14,999,995.
| Item 4. | Purpose of Transaction |
No Modification.
| Item 5. | Interest in Securities of the Issuer |
Item 5 is amended and restated as follows:
(a) LMMH owns an aggregate amount of 93, 022,411 shares of Platinum Group Common Stock, which constitutes approximately 16.87% of the 551,271,542 issued and outstanding shares of Platinum Group Common Stock.
(b) LMMH has the sole power to vote or direct the vote of, and the sole power to dispose or direct the disposition of, 93, 022,411 shares. LMMH has no shared power to either vote or dispose of the shares.
(c) During the 60 days preceding the date of this report, the Reporting Person purchased the following shares of the Issuer’s Common Stock pursuant to the public offering described in Item 3 above:
| Reporting Person |
Date Purchased |
Quantity |
Price Per Share | |||
| LMMH |
12/31/2013 |
12,711,860 | CAN$1.18 | |||
(d) With respect to LMMH, to the best of its knowledge, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceedings from the sale of, such securities, where such interest relates to either more or less than five percent of the class.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Diana J. Walters, an officer of LMMH, sits on the Issuer’s Board of Directors. Pursuant to the Issuer’s Stock Option Plan, on January 14, 2014, Ms. Walker received 250,000 options of Platinum that have no vesting provisions, are priced at CAN$1.30 a share and a five year life. Pursuant to Liberty policy, all director compensation must be directed to LMMH.
| Item 7. | Material to be Filed as Exhibits |
None
SIGNATURES
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.
| LIBERTY METALS & MINING HOLDINGS, LLC | ||||||
| Dated: January 29, 2014 | By: | /s/ Diana J. Walters | ||||
| Diana J. Walters | ||||||
| President and Chief Executive Officer | ||||||
SCHEDULE A
Controlling Persons
Liberty Metals & Mining Holdings, LLC, is a Delaware, member-managed, limited liability company. Liberty Mutual Insurance Company, its sole member, is a Massachusetts stock insurance company which is an indirect subsidiary of Liberty Mutual Holding Company Inc., a Massachusetts mutual holding company. Liberty Mutual Holding Company Inc. is the ultimate controlling person of Liberty Metals & Mining Holdings, LLC. Liberty Mutual Holding Company Inc. is a mutual holding company wherein its members are entitled to vote at meetings of the company. No such member is entitled to cast 10% or more of the votes. Liberty Mutual Holding Company Inc. has issued no voting securities.
The director and officer information for Liberty Metals & Mining Holdings, LLC, Liberty Mutual Insurance Company and Liberty Mutual Holding Company Inc. is as follows:
Liberty Metals & Mining Holdings, LLC
175 Berkeley Street
Boston, Massachusetts 02116
Executive Officers
| A. Alexander Fontanes | Diana J. Walters | Dennis J. Langwell | ||
| Chairman of the Board | Chief Executive Officer, | Chief Financial Officer and | ||
| Citizenship: U.S.A | President and Treasurer | Senior Vice President | ||
| Citizenship: U.S.A | Citizenship: U.S.A. | |||
| Dexter R. Legg | James F. Kelleher | Gary J. Ostrow | ||
| Secretary and | Senior Vice President | Vice President | ||
| Citizenship: U.S.A | Citizenship: U.S.A | Citizenship: U.S.A. | ||
| Caury Bailey | David G. Hayter | Michael P. Russell | ||
| Assistant Treasurer | Assistant Treasurer | Assistant Treasurer | ||
| Citizenship: U.S.A | Citizenship: U.S.A | Citizenship: U.S.A | ||
| John Salmon | Kristin L. Kelley | James R. Pugh | ||
| Assistant Treasurer | Assistant Secretary | Assistant Secretary | ||
| Citizenship: U.S.A | Citizenship: U.S.A | Citizenship: U.S.A | ||
| Joshua E. Beiser | ||||
| Assistant Secretary | ||||
| Citizenship: U.S.A | ||||
Liberty Mutual Insurance Company
175 Berkeley Street
Boston, Massachusetts 02116
Executive Officers
| David H. Long Chairman of the Board,
President |
James P. Condrin, III Executive Vice President Citizenship: U.S.A. |
Dexter R. Legg Vice President and
Secretary | ||
| Timothy M. Sweeney Executive Vice
President |
A. Alexander Fontanes Executive Vice
President and |
Christopher L. Peirce Executive Vice
President | ||
| James M. McGlennon Executive Vice President
and |
Laurance H.S. Yahia Vice President and
Treasurer |
Dennis J. Langwell Executive Vice President
and | ||
| James F. Kelleher Executive Vice President
and |
Paul G. Alexander Executive Vice
President |
J. Eric Brosius Executive Vice President
and | ||
| Melanie M. Foley Executive Vice
President |
John D. Doyle Vice President
and |
Luis Bonell Executive Vice
President | ||
Directors
| David H. Long Chairman of the Board,
President |
A. Alexander Fontanes Executive Vice
President and Citizenship: U.S.A. |
Dennis J. Langwell Executive Vice President
and Citizenship: U.S.A. | ||
| James F. Kelleher Executive Vice President and Chief Legal Officer |
Dexter R. Legg Vice President and
Secretary |
Timothy M. Sweeney Executive Vice
President Citizenship: U.S.A. | ||
| Christopher L. Peirce Executive Vice
President Citizenship: U.S.A. |
Paul J. Condrin, III Executive Vice
President Citizenship: U.S.A |
|||
Executive Officers and Directors of Ultimate Control Person
Liberty Mutual Holding Company Inc.
175 Berkeley Street
Boston, Massachusetts 02116
Executive Officers
| David H. Long Chairman of the
Board, Citizenship: U.S.A. |
James P. Condrin, III Executive Vice
President Citizenship: U.S.A. |
A. Alexander Fontanes Executive Vice
President and Citizenship: U.S.A. | ||
| Dennis J. Langwell Executive Vice President
and Citizenship: U.S.A |
Christopher L. Peirce Executive Vice
President Citizenship: U.S.A. |
Timothy M. Sweeney Executive Vice
President Citizenship: U.S.A. | ||
| James F. Kelleher Executive Vice President
and Citizenship: U.S.A. |
James M. McGlennon Executive Vice President
and Citizenship: U.S.A. |
Laurance H.S. Yahia Vice President and
Treasurer Citizenship: U.S.A. | ||
| J. Eric Brosius Executive Vice President
and Citizenship: U.S.A. |
Luis Bonell Executive Vice
President Citizenship: Spain |
Paul G. Alexander Executive Vice
President Citizenship: U.S.A. | ||
| Melanie M. Foley Executive Vice
President Citizenship: U.S.A. |
Dexter R. Legg Vice President and
Secretary Citizenship: U.S.A. |
John D. Doyle Vice President and
Comptroller Citizenship: U.S.A. | ||
Liberty Mutual Holding Company Inc.
175 Berkeley Street
Boston, Massachusetts 02116
Directors
| David H. Long Chairman of the
Board, and President c/o Liberty Mutual Holding Company Inc. Citizenship: U.S.A. |
Michael J. Babcock Private Investor c/o Liberty Mutual Holding Company Inc. Citizenship: U.S.A. |
Charles I. Clough, Jr. Chairman and Chief Executive Officer Clough Capital Partners, LP c/o Liberty Mutual Holding Company Inc. Citizenship: U.S.A. | ||
| Francis A. Doyle, III President and President Connell Limited Partnership c/o Liberty Mutual Holding Company Inc. Citizenship: U.S.A. |
Nicholas M. Donofrio Private Investor c/o Liberty Mutual Holding Company Inc. Citizenship: U.S.A. |
John P. Manning Chief Executive Officer Boston Capital Corporation c/o Liberty Mutual Holding Company Inc. Citizenship: U.S.A. | ||
| Thomas J. May Chairman, President
and NSTAR c/o Liberty Mutual Holding Company Inc. Citizenship: U.S.A. |
Myrtle Stephens Potter Chief Executive Officer Myrtle Potter & Company, LLC c/o Liberty Mutual Holding Company Inc. Citizenship: U.S.A. |
Ellen A. Rudnick Executive Director and Clinical Professor, Polsky Center for Entrepreneurship, University of Chicago Booth School of Business c/o Liberty Mutual Holding Company Inc. Citizenship: U.S.A. | ||
| Annette M. Verschuren | ||||
| Martin P. Slark Vice Chairman and Chief Executive Officer Molex Incorporated c/o Liberty Mutual Holding Company Inc. Citizenship: U.S.A. |
Private Investor c/o Liberty Mutual Holding Company Inc. Citizenship: Canada |
William C. Van Faasen Private Investor c/o Liberty Mutual Holding Company Inc. Citizenship: U.S.A. | ||
| Eric A. Spiegel Chief Executive Officer Siemans Corporation c/o Liberty Mutual Holding Company Inc. Citizenship: U.S.A. |
||||