Filing Details
- Accession Number:
- 0001019056-25-000122
- Form Type:
- 13D Filing
- Publication Date:
- 2025-03-05 19:00:00
- Filed By:
- FCMI Parent Co.
- Company:
- Seabridge Gold Inc (NYSE:SA)
- Filing Date:
- 2025-03-06
- SEC Url:
- 13D 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 |
|---|---|---|---|---|---|---|
| FCMI Parent Co. | 0 | 15,646,236 | 0 | 15,646,236 | 15,646,236 | 15.61% |
| PAN ATLANTIC BANK & TRUST LTD | 0 | 10,673,611 | 0 | 10,673,611 | 10,673,611 | 10.65% |
| Albert Friedberg | 21,700 | 16,162,335 | 21,700 | 16,162,335 | 16,184,035 | 16.15% |
| Nancy Friedberg | 50,825 | 516,099 | 50,825 | 566,924 | 566,924 | 0.57% |
| The Buckingham Charitable Foundation | 516,099 | 0 | 516,099 | 0 | 516,099 | 0.51% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 17)
|
SEABRIDGE GOLD INC (Name of Issuer) |
Common Stock, No Par Value (Title of Class of Securities) |
811916105 (CUSIP Number) |
Thomas J. Rice Baker & McKenzie LLP, 452 Fifth Avenue New York, NY, NY (212) 626-4100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/03/2025 (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.
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).
SCHEDULE 13D
|
| CUSIP No. | 811916105 |
| 1 |
Name of reporting person
FCMI Parent Co. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 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)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,646,236.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.61 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 811916105 |
| 1 |
Name of reporting person
PAN ATLANTIC BANK & TRUST LTD | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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)
| ||||||||
| 6 | Citizenship or place of organization
BARBADOS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,673,611.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.65 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 811916105 |
| 1 |
Name of reporting person
Albert Friedberg | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
16,184,035.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.15 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 811916105 |
| 1 |
Name of reporting person
Nancy Friedberg | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
566,924.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.57 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 811916105 |
| 1 |
Name of reporting person
The Buckingham Charitable Foundation | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
516,099.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.51 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, No Par Value | |
| (b) | Name of Issuer:
SEABRIDGE GOLD INC | |
| (c) | Address of Issuer's Principal Executive Offices:
106 FRONT STREET EAST, SUITE 400, Toronto, Ontario,
CANADA (FEDERAL LEVEL)
, 1E1. | |
Item 1 Comment:
The Statement on Schedule 13D filed April 1, 2009 filed by FCMI Financial Corporation, a corporation existing under the laws of the province of Ontario, Canada ("FCMI"), Pan Atlantic Holdings Ltd., a Barbados company (formerly known as "Pan Atlantic Bank and Trust Limited") ("PAHL"), Ms. Nancy Friedberg, an individual, and Mr. Albert D. Friedberg, an individual, as amended by Amendment No. 1 thereto filed November 18, 2009 by FCMI, PAHL, Ms. Friedberg, Mr. Friedberg and by Friedberg Global-Macro Hedge Fund Ltd., a Cayman Island Company ("Global-Macro Fund") and Friedberg Mercantile Group Ltd., a Canadian corporation ("FMG") as additional parties to the Schedule 13D, by Amendment No. 2 thereto filed January 22, 2010 by FCMI, PAHL, Ms. Friedberg, Mr. Friedberg, Global-Macro Fund and FMG, by Amendment No. 3 thereto filed July 8, 2013 by FCMI, PAHL, Ms. Friedberg, Mr. Friedberg and The Buckingham Charitable Foundation ("Buckingham"), by Amendment No. 4 thereto filed December 10, 2013, by Amendment No. 5 thereto filed July 17, 2014, by Amendment No. 6 thereto filed August 19, 2014, by Amendment No. 7 thereto filed September 8, 2014, by Amendment No. 8 thereto filed November 12, 2014, by Amendment No. 9 thereto filed March 24, 2015, by Amendment No. 10 thereto filed April 8, 2015, by Amendment No. 11 thereto filed July 1, 2015, by Amendment No. 12 thereto filed November 2, 2015 by FCMI, PAHL, Ms. Friedberg, Mr. Friedberg, Buckingham and FCMI Parent Co. ("FCMI Parent"), by Amendment No. 13 thereto filed December 31, 2015, by Amendment No. 14 thereto filed January 26, 2016, by Amendment No. 15 thereto filed March 3, 2016, by Amendment No. 16 thereto filed May 25, 2017 (as so amended, the "Statement"), relating to the common stock (the "Common Shares"), of Seabridge Gold Inc., a Canadian corporation (the "Issuer"), is hereby amended with respect to the items set forth below in this Amendment No. 17, filed by PAHL, Ms. Friedberg, Mr. Friedberg, Buckingham and FCMI Parent. Capitalized terms used herein without definition have the same meanings as those ascribed to them in the Statement. | ||
| Item 2. | Identity and Background | |
| (a) | No amendment to this Item is being made. | |
| (b) | No amendment to this Item is being made. | |
| (c) | No amendment to this Item is being made. | |
| (d) | No amendment to this Item is being made. | |
| (e) | No amendment to this Item is being made. | |
| (f) | No amendment to this Item is being made. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Statement is hereby supplemented as follows: The aggregate purchase price for the 4,419,179 Common Shares acquired by PAHL on March 3, 2025 (see Item 5 below) was US$47,020,064.56. Information regarding such purchases by PAHL is set forth in Item 5. The aggregate purchase price for the 4,419,179 Common Shares purchased by PAHL came from the working capital of PAHL.
The aggregate purchase price for the 120,000 Common Shares purchased by FCMI Parent on February 18, 2025 came from the working capital of FCMI Parent. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Statement is hereby supplemented as follows:
PAHL acquired the 4,419,179 Common Shares reported in this Schedule 13D (Amendment No. 17), for investment purposes.
On March 3, 2025, PAHL completed the unwinding of a cash-settled total return swap transaction between PAHL and National Bank of Canada ("NBC") originally entered into on July 16, 2014 and previously disclosed in this Statement (the "TRS"). Following the unwinding of the TRS, PAHL purchased the 4,419,179 Common Shares to replace its economic exposure to the Issuer with full equity ownership in the Issuer. PAHL used cash from its working capital to acquire the 4,419,179 Common Shares through the facilities of the New York Stock Exchange.
FCMI Parent acquired the 120,000 Common Shares reported in this Schedule 13D (Amendment No. 17), for investment purposes by way of a private placement. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a) and (b) of the Schedule 13D are hereby amended by deleting the information set forth in Item 5 of Schedule 13D (Amendment No. 16) regarding aggregate beneficial ownership of the Issuer's Common Shares by each of the Filing Persons (including the table provided as part of such information), and replacing the deleted information with the following:
On the date of this Schedule 13D (Amendment No. 17), the Filing Persons are the beneficial owners of a total of 16,234,860 Common Shares, representing 16.20% of the Issuer's issued and outstanding Common Shares. The Filing Persons' percentage beneficial ownership has been computed with respect to 100,219,669 Common Shares outstanding on February 19, 2025, as reported by the Issuer in its press release filed February 19, 2025 and in its Canadian prospectus supplement filed February 14, 2025. The number of Common Shares and the percentage of the Issuer's Common Shares beneficially owned by each Filing Person are as follows:
All Common Shares reported as beneficially owned by the Filing Persons, are presently outstanding. Mr. Friedberg, directly and through his control over FCMI Parent shares held by members of his family and trusts for the benefit of members of his family, may be considered the sole beneficial owner of all of the Common Shares beneficially owned by FCMI Parent. By virtue of his control of FCMI Parent, Mr. Friedberg also may be deemed to possess voting and dispositive power over the Common Shares owned directly by its wholly owned subsidiary, PAHL. As trustees of Buckingham, each of Mr. Friedberg and Ms. Friedberg possesses voting and dispositive power over the Common Shares owned by Buckingham and may be deemed to share beneficial ownership of such Common Shares. Except for such beneficial ownership by Mr. Friedberg and by Ms. Friedberg, none of the directors or officers of FCMI Parent or PAHL and none of the trustees of Buckingham, beneficially own any Common Shares. | |
| (b) | Name Shares Percentage Shares Percentage
Directly Directly Owned Owned
Owned Owned Beneficially Beneficially
PAHL 10,673,611(1) 10.65% 10,673,611 10.65%
FCMI Parent 4,972,625 4.96% 15,646,236(2) 15.61%(2)
Buckingham 516,099 0.51% 516,099(3) 0.51%(3)
Nancy Friedberg 50,825 (4) 566,924(5) 0.57%(5)
Albert Friedberg 21,700 (4) 16,184,035(6) 16.15%(6)
(1) All such Common Shares are owned directly by PAHL.
(2) Includes 4,972,625 Common Shares owned directly by FCMI Parent and 10,673,611 Common Shares owned directly by PAHL.
(3) Voting and dispositive power over the Common Shares held by Buckingham is exercisable by any of its trustees, acting individually. In practice, such authority is exercised solely by Mr. Friedberg and by Ms. Friedberg.
(4) Ownership representing less than 0.1% of the Common Shares.
(5) Includes 21,700 Common Shares held in a retirement account for the benefit of Ms. Friedberg, 29,125 Common Shares owned directly by Ms. Friedberg, and 516,099 Common Shares owned directly by Buckingham (see note 3).
(6) Includes 10,673,611 Common Shares owned directly by PAHL, 4,972,625 Common Shares owned directly by FCMI Parent, 21,700 Common Shares held in a retirement account, and 516,099 Common Shares owned directly by Buckingham (see note 3). Excludes 29,125 Common Shares owned directly by Ms. Friedberg, the wife of Mr. Friedberg, with respect to which Mr. Friedberg disclaims beneficial ownership. | |
| (c) | The 4,419,179 Common Shares acquired by PAHL on March 3, 2025 were acquired through the facilities of the New York Stock Exchange at the price of US$10.64 per share (or an aggregate of US$47,020,064.56).
On February 18, 2025, FCMI Parent acquired 120,000 Common Shares by way of an Issuer private placement at the price of US$12.25 per share (or an aggregate of US$1,470,000).
No other transactions in the Issuer's Common Shares were undertaken by any of the Filing Persons in the 60-day period preceding the filing of this amendment. | |
| (d) | No amendment to this Item is being made. | |
| (e) | No amendment to this Item is being made. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
No amendment to this Item is being made. | ||
| Item 7. | Material to be Filed as Exhibits. | |
No amendment to this Item is being made. | ||
| 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.
|
|
|
|
|
|
|
|
|
|
|