eh1300312_sg13a8-mines.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
 
Turquoise Hill Resources Ltd. (formerly named Ivanhoe Mines Ltd.)
(Name of Issuer)
 
Common Shares, No Par Value
(Title of Class of Securities)
 
900435108
(CUSIP Number)
 
31 December 2012
(Date of Event Which Requires Filing of this Statement)
 
*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).
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
o
Rule 13d-1(c)
x
Rule 13d-1(d)
 
 
 
 
 
 
 

CUSIP No. 900435108
 SCHEDULE 13G
Page 2 of 11 Pages


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Robert Martin Friedland
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
N/A
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
American and Canadian
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
103,760,164
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
103,760,164
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
103,760,164
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
N/A
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
10.3%
  
12
TYPE OF REPORTING PERSON
 
IN
  

 
 
 
 
 
 

CUSIP No. 900435108
 SCHEDULE 13G
Page 3 of 11 Pages


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Newstar Holdings SRL
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
N/A
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Barbados
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
78,578,317
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
78,578,317
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
78,578,317
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
N/A
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.8%
  
12
TYPE OF REPORTING PERSON
 
OO
  

 
 
 
 
 

CUSIP No. 900435108
 SCHEDULE 13G
Page 4 of 11 Pages


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Newstar Securities SRL
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
N/A
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Barbados
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
78,578,317
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
78,578,317
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
78,578,317
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
N/A
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.8%
  
12
TYPE OF REPORTING PERSON
 
OO
  

 
 
 
 
 

CUSIP No. 900435108
 SCHEDULE 13G
Page 5 of 11 Pages


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Australian Bulk Minerals SRL
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
N/A
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Barbados
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
41,689,603
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
41,689,603
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
41,689,603
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
N/A
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.1%
  
12
TYPE OF REPORTING PERSON
 
OO
  

 
 
 
 
 
 

CUSIP No. 900435108
 SCHEDULE 13G
Page 6 of 11 Pages


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Goldamere Holdings SRL
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
N/A
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Barbados
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
41,689,603
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
41,689,603
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
41,689,603
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
N/A
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.1%
  
12
TYPE OF REPORTING PERSON
 
OO
  

 
 
 
 
 

CUSIP No. 900435108
 SCHEDULE 13G
Page 7 of 11 Pages
 
 
Pursuant to Rule 13d-2(b) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, the undersigned are hereby amending their Schedule 13G Statement dated December 31, 2011 (the “Schedule 13G”) to reflect certain matters pertaining to Turquoise Hill Resources Ltd. (“TRQ”) shares. Capitalized terms used herein have the meanings ascribed to them in the Schedule 13G.
 
Item 1
 
1(a) Name of Issuer: Turquoise Hill Resources Ltd. (formerly named Ivanhoe Mines Ltd. (the “Company”))
 
1(b) Address of Issuer's Principal Executive Offices:
Suite 615– 999 Canada Place, Vancouver, British Columbia, Canada, V6C 3E1
 
Item 2
 
2(a) Name of Person Filing:
 
No changes
 
2(b) Address or Principal Business Office or, if none, Residence:
 
No changes
 
2(c) Citizenship:
 
No changes
 
2(d) Title of Class of Securities:  No changes
 
2(e) CUSIP No.:  900435108
 
Item 3:  No changes.
 
 
 
 
 

 
CUSIP No. 900435108
 SCHEDULE 13G
Page 8 of 11 Pages
 
 
Item 4. Ownership
 
All ownership percentages and amounts reported herein reflect the beneficial ownership of Robert Martin Friedland, Newstar Holdings SRL (“Newstar Holdings”), Newstar Securities SRL (“Newstar Securities”), Australian Bulk Minerals SRL (“ABM”) and Goldamere Holdings SRL (“Goldamere”) as of January 31, 2013.
 
a.
Amount Beneficially Owned:
 
Goldamere directly beneficially owns an aggregate of 41,689,603 common shares of TRQ (“Shares”).  ABM may be deemed to beneficially own an aggregate of 41,689,603 Shares as a result of its voting and dispositive power over 41,689,603 Shares beneficially owned by Goldamere, its wholly owned subsidiary.  Newstar Securities may be deemed to beneficially own an aggregate of 78,578,314 Shares as a result of its voting and dispositive power over 41,689,603 Shares beneficially owned by ABM, its wholly owned subsidiary, in addition to the 36,888,714 Shares owned directly by it.  Newstar Holdings may be deemed to beneficially own an aggregate of 78,578,314 Shares as a result of its owning all of the stock of Newstar Securities.  Mr. Friedland may be deemed to beneficially own an aggregate of 103,760,164 Shares as a result of his voting and dispositive power over 78,578,314 Shares beneficially owned by Newstar Holdings, his wholly owned company in addition to the 25,181,847 Shares owned directly by him, of which 2,399,426 are stock options exercisable into Shares within the next 60 days.
 
b.
Percent of class:
 
Mr. Friedland may be deemed to beneficially own approximately 10.3% of the Shares.  Newstar Holdings and Newstar Securities may be deemed to beneficially own approximately 7.8% of the Shares.  ABM and Goldamere may be deemed to beneficially own approximately 4.1% of the Shares.
 
c.
Number of shares as to which such person has sole and shared power to direct the vote and sole and shared power to direct the disposition of:
 
Goldamere may be deemed to have sole power to direct the voting and disposition of the 41,689,603 Shares it beneficially owns.  ABM may be deemed to have sole power to direct the voting and disposition of the 41,689,603 Shares beneficially owned by Goldamere, its wholly owned subsidiary.  Newstar Securities may be deemed to have sole power to direct the voting and disposition of the 41,689,603 Shares beneficially owned by ABM, its wholly owned subsidiary, in addition to the 36,888,714 Shares owned directly by it.  Newstar Holdings may be deemed to have sole power to direct the voting and disposition of the 78,578,317 Shares beneficially owned by Newstar Securities, its wholly owned subsidiary.  Mr. Friedland may be deemed to have sole power to direct the voting and disposition of the 103,760,164 Shares beneficially owned by Newstar Holdings, his wholly owned company, in addition to the 25,181,847 Shares owned directly by him, 2,399,426 of which are stock options exercisable into Shares within the next 60 days.
 
Item 5.
 
Ownership of 5 Percent or Less of a Class: N/A
 
 
 
 
 
 

 
CUSIP No. 900435108
 SCHEDULE 13G
Page 9 of 11 Pages
 
 
Item 6.
 
Ownership of More than 5 Percent on Behalf of Another Person: N/A
 
Item 7.
 
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
 
No changes.
 
Item 8.
 
Identification and Classification of Members of the Group:  N/A
 
Item 9.
 
Notice of Dissolution of Group: N/A
 
Item 10.
 
Certifications:  N/A
 
 
[Remainder of page intentionally left blank]
 
 
 
 
 

 
CUSIP No. 900435108
 SCHEDULE 13G
Page 10 of 11 Pages
 
 
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 as of February 7th, 2013
 
  /s/ Robert Martin Friedland  
  Robert Martin Friedland  
     
     
  NEWSTAR HOLDINGS SRL  
       
 
By:
/s/ Robert Martin Friedland  
    Name:  Robert Martin Friedland  
    Title:    President   
       
 
  NEWSTAR SECURITIES SRL  
       
 
By:
/s/ Robert Martin Friedland  
    Name:  Robert Martin Friedland  
    Title:    President  
       

 
  AUSTRALIAN BULK MINERALS SRL  
       
 
By:
/s/ Robert Martin Friedland  
    Name:  Robert Martin Friedland  
    Title:    President  
       

 
  GOLDAMERE HOLDINGS SRL  
       
 
By:
/s/ Robert Martin Friedland  
    Name:  Robert Martin Friedland  
    Title:    President  
       

 
 
 
 
 
 

CUSIP No. 900435108
 SCHEDULE 13G
Page 11 of 11 Pages
 
 
Exhibit Index
 
Exhibit 1.
Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.  (Previously filed.)