CUSIP No. 887133106 13G Page 2 of 7 Pages
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(1) NAMES OF REPORTING PERSONS
Praetorian Capital Management LLC (See Item 2(A))
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
13-4223355
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
3,441,156
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
3,441,156
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
3,441,156
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
10.0%
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(12) TYPE OF REPORTING PERSON **
IA
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CUSIP No. 887133106 13G Page 3 of 7 Pages
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(2) NAMES OF REPORTING PERSONS
Praetorian Offshore Ltd. (See Item 2(A))
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
98-0465606
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF (5) SOLE VOTING POWER
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
3,441,156
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
3,441,156
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
3,441,156
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
10.0%
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(12) TYPE OF REPORTING PERSON **
OO
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CUSIP No. 887133106 13G Page 4 of 7 Pages
Item 1(a). Name of Issuer:
The name of the issuer is Timberline Resources Corporation (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices:
The Issuer's principal executive offices are located at: 101 East Lakeside
Avenue, Coeur d'Alene, ID 83814.
Item 2(a). Name of Person Filing:
This statement is filed on behalf of Praetorian Capital Management LLC (the
"Management Company") a Delaware limited liability company, and Praetorian
Offshore Ltd. ("PO Ltd."), a Cayman Islands exempted company (the "Fund")
(collectively, the Management Company and the Fund are the "Reporting
Person"). The Management Company serves as investment manager or advisor to
the Fund with respect to the shares of Common Stock directly owned by the
Fund. The Management Company makes the investment and voting decisions on
behalf of the Fund but owns no direct investments in the securities of the
Issuer. The Fund directly owns the shares of the Common Stock of the Issuer
but does not make any decisions as to voting or buying or selling shares of
the Issuer.
As of February 28, 2009, certain investors in the Fund (representing
approximately 6% of the assets held by the Fund) choose to withdraw their
investment in the Fund via in-kind distributions. The redeeming investors are
collectively the "Redeeming Investors."
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of the Management Company is:
1000 South Pointe Drive, Suite 2304, Miami Beach, FL 33139
Item 2(c). Citizenship:
Management Company: Delaware
Praetorian Offshore Ltd.: Cayman Islands
CUSIP No. 887133106 13G Page 5 of 7 Pages
Item 2(d). Title of Class of Securities:
Common Stock, $0.001 par value (the "Common Stock")
Item 2(e). CUSIP Number: 887133106
Item 3. If this statement is filed pursuant to Section 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act,
(d) [ ] Investment Company registered under Section 8 of the Investment
Company Act of 1940,
(e) [ ] Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E),
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance with Rule
13d-1 (b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in accordance with
Rule 13d-1 (b)(1)(ii)(G),
(h) [ ] Savings Association as defined in Section 3(b) of the Federal
Deposit Insurance Act,
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Not applicable.
Item 4. Ownership.
(a) Amount beneficially owned:
As of the date hereof, the Reporting Person is the beneficial
owner of 3,441,156 shares of Common Stock. Praetorian Capital
Management LLC acts as the management company to Praetorian
Offshore Ltd., which beneficially owns 3,441,156 shares of Common
Stock. As such, Praetorian Capital Management LLC is deemed to
beneficially own 3,441,156 shares of Common Stock. As required
under the SEC's regulations, the number of shares owned includes
72,440 shares of Common Stock which may be acquired under Warrant
Agreements between the Issuer and the Reporting Person. The
percentages set forth in this Schedule 13G are calculated based
on the 34,369,459 shares of Common Stock outstanding as of
February 11, 2009, as set forth in the Company's Form 10-Q for
the quarter ended December 31, 2008. If the 72,440 warrants to
purchase common shares were exercised, the total number of shares
outstanding would be 34,411,899, and it is that number of shares
outstanding that was used in the calculation of ownership
percentage.
The shares that may be acquired under the warrant agreements have
not yet been purchased, and there is no plan to acquire such
shares in the immediate future. Without the warrant shares, the
number of shares owned is 3,368,716, which represents 9.8% of the
34,369,459 shares of common stock outstanding (where the number
of shares outstanding does not include the shares represented by
the warrants).
CUSIP No. 887133106 13G Page 6 of 7 Pages
Item 4. Ownership. (Continued)
(a) Amount beneficially owned: (Continued)
Since our last Schedule 13D filing dated January 23, 2009,
through the date of this filing, the Reporting Person made the
following transactions in the Common Stock of the Issuer:
December 31, 2008 PO Ltd. is distributing out 211,891 shares
to Redeeming Investors
Since our last Schedule 13D filing dated January 23, 2009,
through the date of this filing, the Reporting Person made the
following transactions in the warrants to purchase Common Stock
of the Issuer:
December 31, 2008 PO Ltd. is distributing out 7,288 warrants
to Redeeming Investors
(b) Percent of class:
10.0% beneficially owned by the Management Company.
(c) Number of shares as to which the person has:.
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 3,441,156
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 3,441,156
Item 5-9
Not applicable.
Filing of this statement by the Reporting Persons shall not be deemed an
admission that they beneficially own the securities reported herein as held
in customer accounts. The Reporting Persons expressly disclaim beneficial
ownership of all securities held in such customer accounts. Praetorian
Offshore Ltd.'s ownership on behalf of its investors exceeds 5% of the
outstanding Common Stock of the Issuer.
CUSIP No. 887133106 13G Page 7 of 7 Pages
Item 10. Certification.
The following certification shall be included if the statement is filed
pursuant to Section 240.13d-1(b):
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary
course of business and 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. [X]
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: March 17, 2009
/s/ Harris B. Kupperman
Praetorian Offshore Ltd.
By: Praetorian Capital Management LLC
Its: Investment Manager
By: Harris B. Kupperman
Its: President
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative other than an
executive officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed
with the statement, provided, however, that a power of attorney for this
purpose which is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the statement
shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section 240.13d-7
for other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
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