Amended Statement of Beneficial Ownership (sc 13d/a)
04 4월 2015 - 2:27AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D/A |
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Under the Securities Exchange Act of 1934
(Amendment No. 4) |
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Midway
Gold Corp. |
(Name of Issuer) |
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Common
Shares, no par value |
(Title of Class of Securities) |
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598153104 |
(CUSIP Number) |
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Puja Seam
Investure, LLC
126 Garrett Street, Ste. J
Charlottesville,
VA 22902
(434) 220-0280 |
(Name, Address and Telephone Number of Person |
Authorized to Receive Notices and Communications) |
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April
1, 2015 |
(Date of Event Which Requires Filing of This Statement) |
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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 Rule 13d-1(e), Rule
13d-1(f) or Rule 13d-1(g), check the following box. ¨
(Page 1 of 7 Pages)
______________________________
* 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).
CUSIP No. 598153104
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SCHEDULE 13D |
Page 2 of 7 Pages |
1 |
NAME OF REPORTING PERSON
INV-MID, LLC
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS
WC
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
7 |
SOLE VOTING POWER
0
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8 |
SHARED VOTING POWER
20,000,000 Common Shares issuable upon conversion
of Series A Preferred Shares
8,817,360 Common Shares
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9 |
SOLE DISPOSITIVE POWER
0
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10 |
SHARED DISPOSITIVE POWER
20,000,000 Common Shares issuable upon conversion
of Series A Preferred Shares
8,817,360 Common Shares
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
20,000,000 Common Shares issuable upon conversion
of Series A Preferred Shares
8,817,360 Common Shares
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12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
x
(See Item 5) |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.39%
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14 |
TYPE OF REPORTING PERSON
OO
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CUSIP No. 598153104
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SCHEDULE 13D |
Page
3 of 7 Pages |
1 |
NAME OF REPORTING PERSON
Investure Evergreen (GP), LLC
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS
AF
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
7 |
SOLE VOTING POWER
0
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8 |
SHARED VOTING POWER
20,000,000 Common Shares issuable upon conversion
of Series A Preferred Shares
8,817,360 Common Shares
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9 |
SOLE DISPOSITIVE POWER
0
|
10 |
SHARED DISPOSITIVE POWER
20,000,000 Common Shares issuable upon conversion
of Series A Preferred Shares
8,817,360 Common Shares
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
20,000,000 Common Shares issuable upon conversion
of Series A Preferred Shares
8,817,360 Common Shares
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12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
x
(See Item 5) |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.39%
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14 |
TYPE OF REPORTING PERSON
OO
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CUSIP No. 598153104
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SCHEDULE 13D |
Page
4 of 7 Pages |
1 |
NAME OF REPORTING PERSON
Investure, LLC
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS
AF
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
7 |
SOLE VOTING POWER
0
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8 |
SHARED VOTING POWER
20,000,000 Common Shares issuable upon conversion
of Series A Preferred Shares
8,817,360 Common Shares
|
9 |
SOLE DISPOSITIVE POWER
0
|
10 |
SHARED DISPOSITIVE POWER
20,000,000 Common Shares issuable upon conversion
of Series A Preferred Shares
8,817,360 Common Shares
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
20,000,000 Common Shares issuable upon conversion
of Series A Preferred Shares
8,817,360 Common Shares
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
x
(See Item 5) |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.39%
|
14 |
TYPE OF REPORTING PERSON
OO
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CUSIP No. 598153104
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SCHEDULE 13D |
Page
5 of 7 Pages |
1 |
NAME OF REPORTING PERSON
Alice W. Handy
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS
AF
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
7 |
SOLE VOTING POWER
0
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8 |
SHARED VOTING POWER
20,000,000 Common Shares issuable upon conversion
of Series A Preferred Shares
8,817,360 Common Shares
|
9 |
SOLE DISPOSITIVE POWER
0
|
10 |
SHARED DISPOSITIVE POWER
20,000,000 Common Shares issuable upon conversion
of Series A Preferred Shares
8,817,360 Common Shares
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
20,000,000 Common Shares issuable upon conversion
of Series A Preferred Shares
8,817,360 Common Shares
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
x
(See Item 5) |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.39%
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14 |
TYPE OF REPORTING PERSON
IN
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This Amendment No. 4 (“Amendment
No. 4”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”)
on December 13, 2012 (the “Initial Schedule 13D”) and as amended by Amendments No. 1, No. 2 and No. 3 filed
with the SEC on April 2, 2014, June 9, 2014 and October 6, 2014 (the Initial Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment
No. 3 and this Amendment No. 4 are collectively referred to as, the “Schedule 13D”) with respect to the common
shares, no par value (the “Common Shares”), of Midway Gold Corp., a corporation incorporated pursuant to the
laws of the Province of British Columbia, Canada (the “Issuer”). Capitalized terms used herein and not otherwise
defined in this Amendment No. 4 have the meanings set forth in the Schedule 13D. This Amendment No. 4 amends Item 5 as set forth
below.
Item 5. |
INTEREST IN SECURITIES OF THE ISSUER |
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(a) |
Paragraphs (a) – (c) of Item 5 of
Schedule 13D are hereby amended and restated in their entirety as follows:
See rows (11) and (13) of the cover pages
to this Amendment No. 4 for the aggregate number of Common Shares and percentage of Common Shares beneficially owned by each of
the Reporting Persons. Percentages of the Common Shares outstanding reported in this Amendment No. 4 are calculated based upon
an aggregate of 180,223,767 Common Shares outstanding, which consists of (i) 176,545,337 Common Shares outstanding as of March
31, 2015 based on information provided by the Issuer and (ii) 3,678,430 Common Shares issued to the holders of the Preferred Shares
as a dividend payment on the Preferred Shares (the “Dividend Shares”), and assumes conversion of the Preferred
Shares held by INV-MID.
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(b) |
See rows (7) through (10) of the cover
pages to this Amendment No. 4 for the number of Common Shares as to which each Reporting Person has the sole or shared power to
vote or direct the vote and sole or shared power to dispose or to direct the disposition.
In addition to the Common Shares reported
on the cover pages of this Amendment No. 4, Hale Fund Management, LLC, a Delaware limited liability company (“HFM”),
the manager of INV-MID, may be deemed to beneficially own an aggregate of 35,276,222 Common Shares (including 17,837,838 Common
Shares issuable upon conversion of Preferred Shares), representing approximately 17.8% of the Common Shares in the aggregate. HFM
does not have voting or investment power over the Common Shares or Preferred Shares held by INV-MID or the Common Shares underlying
the Preferred Shares held by INV-MID. The Reporting Persons may be deemed members of a "group" within the meaning of
Section 13(d) of the Securities Exchange Act of 1934, as amended, with HFM and certain of its affiliates. The Reporting Persons
expressly disclaim membership in a group with HFM or any other person.
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| (c) | On April 1, 2015, the Issuer issued 1,951,461 Common Shares
to INV-MID, which represented its portion of the Dividend Shares. |
SIGNATURES
After reasonable inquiry and to the best
of her or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: April 3, 2015
INV-MID, LLC |
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By: Hale Fund Management, LLC, its manager
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/s/ Martin M. Hale, Jr. |
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Name: Martin M. Hale, Jr. |
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Title: Managing Member |
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ALICE W. HANDY, individually and as managing member of INVESTURE, LLC, for itself and as managing member of INVESTURE EVERGREEN (GP), LLC |
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/s/Alice W. Handy |
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Alice W. Handy |
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