Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

(Amendment No. 13)

 

Under the Securities Exchange Act of 1934

 

GOLD STANDARD VENTURES CORP.

(Name of Issuer)

 

Common Stock, No Par Value

(Title of Class of Securities)

 

380738104

(CUSIP Number)

 

Robert A. Grauman, Esq. Baker & McKenzie LLP 452 Fifth Avenue New York NY 10018 (212) 626-4100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

September 30, 2019

(Date of Event which Requires Filing of this Statement)

 

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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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).

CUSIP No. 380738104
1.	Names of Reporting Persons.
	FCMI PARENT CO.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)			(a)	o
				(b)	o
3.	SEC Use Only
4.	Source of Funds (See Instructions)
	WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)				o
6.	Citizenship or Place of Organization
	NOVA SCOTIA, CANADA
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power
			-0-
		8.	Shared Voting Power
			30,493,966
		9.	Sole Dispositive Power
			-0-
		10.	Shared Dispositive Power
			30,493,966
11.	Aggregate Amount Beneficially Owned by Each Reporting Person
	30,493,966
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares				o
13.	Percent of Class Represented by Amount in Row (11)
	11.0%
14.	Type of Reporting Person
	CO

CUSIP No. 380738104
1.	Names of Reporting Persons.
	ALBERT D. FRIEDBERG
2.	Check the Appropriate Box if a Member of a Group (See Instructions)			(a)	o
				(b)	o
3.	SEC Use Only
4.	Source of Funds (See Instructions)
	AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)				o
6.	Citizenship or Place of Organization
	CANADA
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power
			-0-
		8.	Shared Voting Power
			30,493,966
		9.	Sole Dispositive Power
			-0-
		10.	Shared Dispositive Power
			30,493,966
11.	Aggregate Amount Beneficially Owned by Each Reporting Person
	30,493,966
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares				o
13.	Percent of Class Represented by Amount in Row (11)
	11.0%
14.	Type of Reporting Person
	IN

The Statement on Schedule 13D filed on January 3, 2012 by FCMI Parent Co. (“FCMI”), Albert D. Friedberg and the Nancy Friedberg Family Trust, as amended by Amendment No. 1 filed June 13, 2012, Amendment No. 2 filed June 27, 2012, Amendment No. 3 filed March 10, 2014, Amendment No. 4 filed September 9, 2014, Amendment No. 5 filed February 4, 2015 by FCMI and Mr. Friedberg, Amendment No. 6 filed February 10, 2015, Amendment No. 7 filed May 21, 2015, Amendment No. 8 filed February 12, 2016, Amendment No. 9 filed November 1, 2016, Amendment No. 10 filed July 17, 2017, Amendment No. 11 filed February 28, 2018 and Amendment No. 12 filed November 21, 2018 (as so amended, the “Statement”), relating to the common stock, without par value (the “Common Stock”) of Gold Standard Ventures Corp., a corporation organized under the laws of British Columbia, Canada (the “Issuer”), is hereby further amended with respect to the matters set forth below in this Amendment No. 13. Capitalized terms not otherwise defined herein have the meanings set forth in the Statement.

 

Item 2.

Identity and Background

 

Item 2 of the Schedule 13D is hereby amended by the addition of the following information:

 

Commencing with the filing of this Schedule 13D (Amendment No. 13), “Filing Persons” shall mean FCMI and Mr. Friedberg. Nottingham Investment Corporation (“NIC”) has been dissolved and is no longer a Filing Person. See Item 4.

 

Item 3.

Source and Amount of Funds or Other Consideration

 

Item 3 of the Schedule 13D is hereby amended by the addition of the following information:

 

FCMI acquired 30,163,966 shares of Common Stock of the Issuer from NIC in the dissolution described in Item 4 of this Schedule 13D (Amendment No. 13). NIC had previously acquired such shares from FCMI in exchange for non-voting preferred shares of NIC, as detailed in Amendment No. 12 to this Schedule 13D.

 

For information regarding the source and amount of funds used by the Filing Persons to acquire the Issuer’s Common Stock, see Item 3 of their Schedule 13D, as amended through Amendment No. 11.

 

Item 4.

Purpose of Transaction

 

Item 4 of the Schedule 13D is hereby amended by the addition of the following information:

 

In connection with an internal reorganization effected by FCMI, on September 1, 2019, FCMI acquired all of the shares of NIC previously held by Albert Friedberg. On September 30, 2019, NIC was dissolved. Upon consummation of the dissolution, the 30,163,966 shares of Common Stock held by NIC were acquired by FCMI, as the sole shareholder of NIC.

 

Item 5.

Interest in Securities of the Issuer

 

Item 5 of the Schedule 13D is hereby amended and restated to read as follows:

 

On the date of this Schedule 13D (Amendment No. 13), the Filing Persons are the beneficial owners of a total of 30,493,966 shares of Common Stock, constituting 11.0% of the outstanding Common Stock. All shares beneficially owned by the Filing Persons are presently outstanding and are owned directly by FCMI. Mr. Friedberg, through his control over FCMI shares held by members of his family and trusts for the benefit of members of his family, may be considered the beneficial owner of all of the Common Stock owned by FCMI. Except for such beneficial ownership by Mr. Friedberg, none of the directors or officers of FCMI beneficially owns any Common Stock.

 

The beneficial ownership percentage of the Filing Persons has been calculated as a percentage of 277,377,886 shares of Common Stock outstanding at August 9, 2019, as disclosed in the Issuer’s Management’s Discussion and Analysis for the six months ended June 30, 2019. The decrease in the Filing Persons’ beneficial ownership from 11.7% of the outstanding Common Stock, as most recently reported by the Filing Persons in their Schedule 13D (Amendment No. 12), to 11.0% of the outstanding Common Stock, as set forth herein, results solely from a higher total number of shares of Common Stock outstanding on the date of this Schedule 13D (Amendment No. 13). Except for the transfer of the Issuer’s Common Stock from NIC to FCMI in the dissolution described in Item 4, none of the Filing Persons, and none of the officers or directors of NIC or of FCMI, has effected any transactions in the Common Stock in the 60 days preceding the filing of this Amendment No. 13.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information in this statement is true, complete and correct.

Dated: October 2, 2019

 

	FCMI PARENT CO.
	By:	/s/ Dan Scheiner
	Name:  Dan Scheiner
	Title:    Vice President
	ALBERT D. FRIEDBERG, individually
	/s/ Albert D. Friedberg
	Albert D. Friedberg