Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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First Majestic Silver Corp.
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(Name of Issuer)
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Common Shares, no par value
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(Title of Class of Securities)
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32076V103
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(CUSIP Number)
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December 31, 2019
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed.
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Rule 13d-1(b)
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Rule 13d-1(c)
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Rule 13d-1(d)
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*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. 32076V103
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SCHEDULE 13G |
Page 2 of 7
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wheaton Precious Metals 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) ☒
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
20,239,590
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
20,239,590
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,239,590
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐ |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.7% (1)
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12
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TYPE OF REPORTING PERSON
CO
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(1)
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The ownership percentage is based on an aggregate of 208,112,072 common shares, no par value, of the Issuer (the “Common Shares”) issued and outstanding as of the close of business on December 31, 2019, as confirmed to the reporting
persons on February 10, 2020 by the Issuer.
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CUSIP No. 32076V103
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SCHEDULE 13G |
Page 3 of 7
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wheaton Precious Metals International Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐ |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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12
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 32076V103
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SCHEDULE 13G |
Page 4 of 7
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ITEM 1.
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(a)
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Name of Issuer:
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First Majestic Silver Corp. (the “Issuer”)
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(b)
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Address of Issuer’s Principal Executive Offices:
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925 West Georgia Street, Suite 1800
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Vancouver, British Columbia
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V6C 3L2
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Canada
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ITEM 2.
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(a)
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Name of Person Filing:
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This Amendment no. 1 to Schedule 13G is being jointly filed by the following reporting persons (each a “Reporting Person” and collectively, the “Reporting Persons”):
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Wheaton Precious Metals Corp. (“Wheaton”); and
Wheaton Precious Metals International Ltd., a direct, wholly owned subsidiary of Wheaton (“Wheaton International”).
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(b)
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Address of Principal Business Office, or if None, Residence:
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The Principal Business Office of Wheaton is:
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Suite 3500 - 1021 West Hastings Street
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Vancouver, British Columbia
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V6E 0C3
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Canada
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The Principal Business Office of Wheaton International is:
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Suite 300, 94 Solaris Avenue
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Camana Bay
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P.O. Box 1791 GT, Grand Cayman
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Cayman Islands KY1-1109
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(c)
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Citizenship:
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Wheaton is a corporation organized under the laws of Ontario, Canada.
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Wheaton International is a company organized under the laws of the Cayman Islands.
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(d)
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Title of Class of Securities:
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Common shares, no par value (the “Common Shares”)
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(e)
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CUSIP Number:
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32076V103
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ITEM 3.
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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:
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Not applicable.
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CUSIP No. 32076V103
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SCHEDULE 13G |
Page 5 of 7
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ITEM 4.
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OWNERSHIP
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(a)
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Amount beneficially owned:
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See Row 9 of the cover page for each Reporting Person.
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(b)
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Percent of class:
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See Row 11 of the cover page for each Reporting Person.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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See Row 5 of the cover page for each Reporting Person.
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(ii)
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Shared power to vote or to direct the vote
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See Row 6 of the cover page for each Reporting Person.
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(iii)
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Sole power to dispose or to direct the disposition of
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See Row 7 of the cover page for each Reporting Person.
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(iv)
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Shared power to dispose or to direct the disposition of
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See Row 8 of the cover page for each Reporting Person.
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ITEM 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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Not applicable.
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ITEM 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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Not applicable.
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ITEM 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
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Not applicable.
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ITEM 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
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See Exhibit 99.1.
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ITEM 9.
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NOTICE OF DISSOLUTION OF GROUP
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Not applicable.
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ITEM 10.
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CERTIFICATIONS.
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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, other than activities solely in connection with a
nomination under §240.14a-11.
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CUSIP No. 32076V103
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SCHEDULE 13G |
Page 6 of 7
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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: February 11, 2020
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WHEATON PRECIOUS METALS CORP.
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By:
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/s/ Curt Bernardi
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Name: Curt Bernardi
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Title: Senior Vice President, Legal and Corporate Secretary
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WHEATON PRECIOUS METALS INTERNATIONAL LTD.
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By:
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/s/ Nik Tatarkin
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Name: Nik Tatarkin
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Title: President
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CUSIP No. 32076V103
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SCHEDULE 13G |
Page 7 of 7
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EXHIBIT INDEX
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Exhibit Number
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Description
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| 99.1 | Members of Filing Group.* | |
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99.2
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Joint Filing Agreement by and between Wheaton Precious Metals Corp. and Wheaton Precious Metals International Ltd., dated as of May 21, 2018.*
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* Previously filed.