Filing Details
- Accession Number:
- 0000943663-16-000396
- Form Type:
- 13G Filing
- Publication Date:
- 2016-05-26 21:50:42
- Filed By:
- Sailingstone Capital Partners Llc
- Company:
- Chemical & Mining Co Of Chile Inc (NYSE:SQM)
- Filing Date:
- 2016-05-27
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| SailingStone Capital Partners | 24,631,000 | 0 | 24,631,000 | 0 | 24,631,000 | 20.46% |
| SailingStone Holdings | 0 | 24,631,000 | 0 | 24,631,000 | 24,631,000 | 20.46% |
| MacKenzie B. Davis | 0 | 24,631,000 | 0 | 24,631,000 | 24,631,000 | 20.46% |
| Kenneth L. Settles Jr | 0 | 24,631,000 | 0 | 24,631,000 | 24,631,000 | 20.46% |
| RS Global Natural Resources Fund | 0 | 8,742,847 | 0 | 8,742,847 | 8,742,847 | 7.26% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
| SOCIEDAD QUIMICA Y MINERA DE CHILE S.A. |
| (Name of Issuer Issuer – as specified in its charter) |
|
CHEMICAL AND MINING COMPANY OF CHILE INC. |
| (Name of Issuer – as translated into English and as used for regulatory filing purposes) |
| |
| Series B Shares, in the form of American Depositary Shares |
| (Title of Class of Securities) |
| 833635105 |
| (CUSIP Number) |
| May 25, 2016 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☑ Rule 13d-1(b)
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)
*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).
| 1 | NAME OF REPORTING PERSON | | | ||
| SailingStone Capital Partners LLC | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Delaware | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 24,631,000 | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 0 | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 24,631,000 | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 24,631,000 | | ||||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 20.46% | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IA | | | |||
| | | ||||
| 1 | NAME OF REPORTING PERSON | | | ||
| SailingStone Holdings LLC | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Delaware | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 24,631,000 | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 24,631,000 | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 24,631,000 | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 20.46% | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| HC | | | |||
| | | ||||
| 1 | NAME OF REPORTING PERSON | | | ||
| MacKenzie B. Davis | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| United States | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 24,631,000 | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 24,631,000 | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 24,631,000 | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 20.46% | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| HC; IN | | | |||
| | | ||||
| 1 | NAME OF REPORTING PERSON | | | ||
| Kenneth L. Settles Jr. | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| United States | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 24,631,000 | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 24,631,000 | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 24,631,000 | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 20.46% | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| HC; IN | | | |||
| | | ||||
| 1 | NAME OF REPORTING PERSON | | | ||
| RS Global Natural Resources Fund | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Massachusetts | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 8,742,847 | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 8,742,847 | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 8,742,847 | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 7.26% | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IV | | | |||
| | | ||||
| Item 1. | (a) Name of Issuer: |
| Sociedad Quimica y Minera de Chile S.A. (the “Issuer”) | |
| (Also doing business as “Chemical and Mining Company of Chile Inc.”) | |
| (b) Address of Issuer’s Principal Executive Offices: | |
| El Trovador 4285 | |
| 6th Floor | |
| Santiago, Chile |
| Item 2. | (a) Name of Persons Filing: |
| (i) SailingStone Capital Partners LLC (“SailingStone”) | |
| (ii) SalingStone Holdings LLC (“SailingStone Holdings”) | |
| (iii) MacKenzie B. Davis (“Davis”) | |
| (iv) Kenneth L. Settles Jr. (“Settles”) | |
| (v) RS Global Natural Resources Fund (the “Fund”) |
| (b). Address of Principal Business Office or, if none, Residence: | |
| SailingStone, SailingStone Holdings, Davis and Settles: | |
| One California Street, 30th Floor | |
| San Francisco, California 94111 | |
| The Fund: | |
| One Bush Street, Suite 900 | |
| San Francisco, California 94104 |
| (c). Citizenship or Place of Organization: | |
| SailingStone and SailingStone Holdings: Delaware | |
| Davis and Settles: United States | |
| The Fund: Massachusetts | |
| (d). Title of Class of Securities: | |
| Series B Shares, in the form of American Depositary Shares | |
| (e). CUSIP Number: | |
| 833635105 |
| Item 3. | If this statement is filed pursuant to sections 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 (15 U.S.C. 78o); | |
| (b) | [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | [x] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | [x] An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E); | |
| (f) | [ ] An employee benefit plan or endowment fund in accordance with section 240.13d- 1(b)(1)(ii)(F); | |
| (g) | [x] A parent holding company or control person in accordance with section 240.13d-1(b)(1)(ii)(G); | |
| (h) | [ ] A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | [ ] A non-U.S. institution in accordance with section 240.13d-1(b)(1)(ii)(J). | |
| (k) | [ ] A group, in accordance with section 240.13d-1(b)(1) (ii)(K). | |
| If filing as a non-U.S. institution in accordance with section 240.13d-1(b)(1)(ii)(J), please specify the type of institution: __________ | ||
| Item 4. | Ownership: |
Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.
| (a) | Amount beneficially owned: |
| (i) | SailingStone: | 24,631,000 |
| (ii) | SailingStone Holdings: | 24,631,000 |
| (iii) | Davis: | 24,631,000 | ||
| (iv) | Settles: | 24,631,000 |
| (v) | The Fund: | 8,742,847 |
| (b) | Percent of class: |
| (i) | SailingStone: | 20.46% |
| (ii) | SailingStone Holdings: | 20.46% |
| (iii) | Davis: | 20.46% | ||
| (iv) | Settles: | 20.46% | ||
| (v) | The Fund: | 7.26% |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: |
| (1) | SailingStone: | 24,631,000 | ||
| (2) | SailingStone Holdings: | 0 | ||
| (3) | Davis: | 0 | ||
| (4) | Settles: | 0 | ||
| (5) | The Fund: | 0 |
| (ii) | Shared power to vote or to direct the vote: |
| (1) | SailingStone: | 0 | ||
| (2) | SailingStone Holdings: | 24,631,000 | ||
| (3) | Davis: | 24,631,000 | ||
| (4) | Settles: | 24,631,000 | ||
| (5) | The Fund: | 8,742,847 |
| (iii) | Sole power to dispose or to direct the disposition of: |
| (1) | SailingStone: | 24,631,000 | ||
| (2) | SailingStone Holdings: | 0 | ||
| (3) | Davis: | 0 | ||
| (4) | Settles: | 0 | ||
| (5) | The Fund: | 0 |
| (iv) | Shared power to dispose or to direct the disposition of: |
| (1) | SailingStone: | 0 | ||
| (2) | SailingStone Holdings: | 24,631,000 | ||
| (3) | Davis: | 24,631,000 | ||
| (4) | Settles: | 24,631,000 | ||
| (5) | The Fund: | 8,742,847 |
| Item 5. | Ownership of Five Percent or Less of a Class: | |
| Not Applicable | ||
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person: | |
| Not Applicable | ||
| Item 7. | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company: | |
| Not Applicable | ||
| Item 8. | Identification and Classification of Members of the Group: | |
| Not Applicable | ||
| Item 9. | Notice of Dissolution of Group: | |
| Not Applicable | ||
| Item 10. | Certification: | |
| 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. | ||
| In accordance with Rule 13d-4 of the Securities Exchange Act of 1934, each of the persons filing this statement expressly disclaim the beneficial ownership of the securities covered by this statement and the filing of this report shall not be construed as an admission by such persons that they are the beneficial owners of such securities. | ||
SIGNATURE
The undersigned certify, after reasonable inquiry and to the best knowledge and belief of the undersigned, that the information set forth in this Statement is true, complete and correct. The undersigned agree to the filing of this single Statement on Schedule 13G.
| SailingStone Capital Partners LLC | |||
| Date: May 25, 2016 | |||
| | By: /s/ Kathlyne Kiaie | ||
| Name: Kathlyne Kiaie | |||
| | Title: Chief Compliance Officer |
| SailingStone Holdings LLC | |||
| Date: May 25, 2016 | |||
| | By: /s/ MacKenzie B. Davis | ||
| Name: MacKenzie B. Davis | |||
| | Title: Managing Member |
| MacKenzie B. Davis | |||
| Date: May 25, 2016 | By: /s/ MacKenzie B. Davis | ||
| Name: MacKenzie B. Davis |
| Kenneth L. Settles Jr. | |||
| Date: May 25, 2016 | By: /s/ Kenneth L. Settles Jr. | ||
| Name: Kenneth L. Settles Jr. |
| RS Investment Trust, on behalf of RS Global Natural Resources Fund | |||
| Date: May 25, 2016 | |||
| | By: /s/ Marianne Clark | ||
| Name: Marianne Clark | |||
| | Title: Chief Compliance Officer |
EXHIBIT 1
WHEREAS, in accordance with Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934 (the “Act”), only one joint Statement and any amendments thereto need to be filed whenever one or more persons are required to file such a Statement or any amendments thereto pursuant to Section 13(d) of the Act with respect to the same securities, provided that said persons agree in writing that such Statement or amendments thereto is filed on behalf of each of them;
NOW, THEREFORE, the parties hereto agree as follows:
SailingStone Capital Partners LLC, SailingStone Holdings LLC, MacKenzie B. Davis, Kenneth L. Settles Jr. and RS Investment Trust, on behalf of RS Global Natural Resources Fund, do hereby agree, in accordance with Rule 13d-1(k)(1) under the Act, to file a Statement on Schedule 13G relating to their ownership of the Series B Shares of the Issuer, and do hereby further agree that said Statement on Schedule 13G shall be filed on behalf of each of them.
| SailingStone Capital Partners LLC | |||
| Date: May 25, 2016 | |||
| | By: /s/ Kathlyne Kiaie | ||
| Name: Kathlyne Kiaie | |||
| | Title: Chief Compliance Officer |
| SailingStone Holdings LLC | |||
| Date: May 25, 2016 | |||
| | By: /s/ MacKenzie B. Davis | ||
| Name: MacKenzie B. Davis | |||
| | Title: Managing Member |
| MacKenzie B. Davis | |||
| Date: May 25, 2016 | By: /s/ MacKenzie B. Davis | ||
| Name: MacKenzie B. Davis |
| Kenneth L. Settles Jr. | |||
| Date: May 25, 2016 | By: /s/ Kenneth L. Settles Jr. | ||
| Name: Kenneth L. Settles Jr. |
| RS Investment Trust, on behalf of RS Global Natural Resources Fund | |||
| Date: May 25, 2016 | |||
| | By: /s/ Marianne Clark | ||
| Name: Marianne Clark | |||
| | Title: Chief Compliance Officer |