Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Turquoise Hill Resources Ltd.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
900435108
(CUSIP Number)
Matthew Halbower
Pentwater Capital Management LP
1001 10th Avenue South, Suite 216
Naples, FL 34102
239-384-9750
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 2, 2020
(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.
|
CUSIP No. 900435108
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Pentwater Capital Management LP
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
N/A
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
182,904,585
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
182,904,585
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
182,904,585
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
9.09%(1)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IA
|
|
|
|||
|
|
|
||||
| (1) |
Based on 2,012,314,469 common shares outstanding
|
|
CUSIP No. 900435108
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Crown Managed Accounts SPC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
||||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
999,465
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.05%(1)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
| (1) |
Based on 2,012,314,469 common shares outstanding
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
LMA SPC on behalf of MAP 98 Segregated Portfolio
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
||||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
792,131
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.04%(1)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
(1)
|
Based on 2,012,314,469 common shares outstanding
|
|
CUSIP No. 900435108
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Investment Opportunities 3 SPC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT T
O ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
||||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
364,025
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.02%(1)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
(1)
|
Based on 2,012,314,469 common shares outstanding
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Oceana Master Fund Ltd.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
||||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
3,078,500
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.15%(1)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
| (1) |
Based on 2,012,314,469 common shares outstanding.
|
|
CUSIP No. 900435108
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Pentwater Equity Opportunities Master Fund Ltd.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
||||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
15,509,488
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.77%(1)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
| (1) |
Based on 2,012,314,469 common shares outstanding.
|
|
CUSIP No. 900435108
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
|
|
||||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
||||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
31,536,447
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
1.57%(1)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
| (1) |
Based on 2,012,314,469 common shares outstanding.
|
|
CUSIP No. 900435108
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Pentwater Thanksgiving Fund LP
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
||||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
30,139,000
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
1.50%(1)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
| (1) |
Based on 2,012,314,469 common shares outstanding.
|
|
CUSIP No. 900435108
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
PWCM Master Fund Ltd.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING P
OWER
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
||||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
53,146,470
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
2.64%(1)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
| (1) |
Based on 2,012,314,469 common shares outstanding.
|
|
CUSIP No. 900435108
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Pentwater Metric Merger Arbitrage Fund LP
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Cayman Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
||||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
3,856,499
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
0.19%(1)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
| (1) |
Based on 2,012,314,469 common shares outstanding.
|
|
CUSIP No. 900435108
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Matthew Halbower
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
PF
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
USA
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
||||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
43,482,560
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
2.16%(1)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
| (1) |
Based on 2,012,314,469 common shares outstanding.
|
| ITEM 1. |
SECURITY AND ISSUER
|
This Schedule 13D relates to the Common Stock, without par value (the “Common Stock”), of Turquoise Hill Resources Ltd. (the “Issuer”), a Canadian company. The address of the principal executive offices of Issuer is Suite 3680 – 1 Place Ville
Marie, Montreal, Quebec H3B 3P2, Canada.
| ITEM 2. |
IDENTITY AND BACKGROUND
|
(a), (f) This statement is being filed on behalf of Pentwater Capital Management LP, a Delaware limited partnership registered as an investment adviser with the U.S. Securities and Exchange Commission (“Pentwater Capital”), Crown Managed Accounts
SPC, an exempted company formed in the Cayman Islands (“CROWN”), Investment Opportunities 3 SPC, a segregated portfolio company formed in the Cayman Islands (“MALT”) ,LMA SPC on behalf of MAP 98 Segregated Portfolio, a
segregated portfolio company formed in the Cayman Islands (“MAP”), Oceana Master Fund, Ltd., an exempted company formed in the Cayman Islands (“Oceana”), Pentwater Equity Opportunities Master Fund, Ltd., an exempted
company formed in the Cayman Islands (“Pentwater Equity”), Pentwater Merger Arbitrage Master Fund, Ltd., an exempted company formed in the Cayman Islands (“PMAM”), Pentwater Thanksgiving Fund LP a limited partnership formed in the Cayman Islands
(“PTHK”), PWCM Master Fund, Ltd., an exempted company formed in the Cayman Islands (“PWCM Master”), Pentwater Metric Merger Arbitrage Fund LP, a limited partnership formed in the Cayman Islands (“PWMM”), and Matthew
Halbower, chief executive officer of Pentwater Capital. Pentwater Capital, CROWN, MALT, MAP, Oceana, Pentwater Equity, PMAM, PTHK, PWCM Master, PWMM, and Matthew Halbower are collectively referred to herein as Reporting Persons. CROWN, MALT, MAP,
Oceana, Pentwater Equity, PMAM, PTHK, PWCM Master, and PWMM are collectively referred to herein as the Funds.
(b) The business address of the Reporting Persons is 1001 10th Avenue South, Suite 216, Naples, FL 34102.
(c) The principal business of the Reporting Persons is investing for accounts under their management. Pentwater Capital is the investment manager for the Funds. Halbower Holdings Inc. is the general partner
of Pentwater Capital, and Matthew Halbower is the chief executive officer and sole director of Halbower Holdings Inc.
(d) (e) During the last five years, neither the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any person listed on Exhibit A or named in this Item 2, has been (1) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (2) been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| ITEM 3. |
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
|
The securities of the Issuer purchased by the Reporting Persons were purchased using the investment capital of the Reporting Persons’. The shares of Common Stock owned by the Funds are held primarily in margin accounts
maintained with brokers, which may extend margin credit as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the brokers’ credit policies. In such
instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts. The Funds’ collective indebtedness in their margin accounts associated with their investments in securities
of the Issuer was approximately $21,306,000 as of April 9, 2020. The aggregate purchase price for the 182,904,585 shares of Common Stock held by the Reporting Persons is approximately $292,425,543.
| ITEM 4. |
PURPOSE OF THE TRANSACTION
|
The Reporting Persons acquired the Shares for investment purposes.
On April 2, 2020, the Reporting Persons filed a proxy circular and gold proxy card and issued a letter (the “Letter”) to shareholders of the Issuer in connection with the Issuer’s upcoming annual meeting of shareholders (the “Annual Meeting”).
At the Annual Meeting, the Reporting Persons are seeking the support of the shareholders of the Issuer for (i) the election Matthew Halbower, Chief Executive Officer and Chief Investment Officer of Pentwater Capital, to the board of directors of
the Issuer and (ii) the adoption of a shareholder proposal, which would provide minority shareholders of the Issuer with the exclusive right to nominate and elect three of seven directors to the board of directors of the Issuer.
The Reporting Persons may also propose or take one or more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D and may discuss such actions with the Issuer and the Issuer’s management and the board of
directors, other shareholders of the Issuer and other interested parties.
The Reporting Persons intend to review its investments in the Issuer on a continuing basis. Depending on various factors and subject to the obligations described herein, including, without limitation, the Issuer’s financial position and
strategic direction, actions taken by the Issuer’s board of directors, price levels of common shares, other investment opportunities available to the Reporting Persons, concentration of positions in the portfolios managed by the Reporting Persons,
market conditions and general economic and industry conditions, the Reporting Persons may take such actions with respect to its investments in the Issuer as it deem appropriate, including, without limitation, purchasing additional common shares or
other financial instruments related to the Issuer or selling some or all of its beneficial or economic holdings, engaging in hedging or similar transactions with respect to the securities relating to the Issuer and/or otherwise changing its
intention with respect to any and all matters referred to in Item 4 of Schedule 13D.
| ITEM 5. |
INTEREST OF SECURITIES OF THE ISSUER.
|
(a) and (b) Each Reporting Person’s beneficial ownership of Common Stock on the date of this Schedule 13D is reflected on that Reporting Person’s cover page. By virtue of his position with Pentwater Capital, Mr. Halbower has the sole power to
vote the shares of Common Stock owned by the Reporting Persons. Subject to restrictions, Mr. Halbower has the sole power to dispose of the shares of Common Stock owned by the Reporting Persons.
(c) The transactions in the class of securities reported on that
were effected during the past 60 days on behalf of the Reporting Persons are set forth in Exhibit B and incorporated herein by reference. Other than those transactions, there were
no other such transactions by the Reporting Persons that were effected during the past 60 days.
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock.
(e) Not applicable.
| Item 6. |
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
|
The Reporting Persons has entered into cash-settled total return swap agreements with unaffiliated third party financial institutions. The swaps constitute
economic exposure to 119,150,000 notional shares of Common Stock. The swaps do not give the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the Issuer and do not require the counterparty thereto
to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership of any shares of Common Stock that may be referenced in the swap contracts or shares of Common Stock or other
securities or financial instruments that may be held from time to time.
| ITEM 7. |
MATERIAL TO BE FILED AS EXHIBITS
|
|
Exhibit No.
|
Description
|
|
|
1
|
Letter to Shareholders of Turquoise Hill Resources Ltd., dated April 2, 2020 is hereby incorporated and can be accessed through SEDAR at www.sedar.com and EDGAR at www.sec.gov
|
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: April 9, 2020
|
Pentwater Capital Management LP
|
||
|
By:
|
/s/ Matthew Halbower
|
|
|
Name: Matthew Halbower
|
||
|
Title: Chief Executive Officer
|
||
|
Crown Managed Accounts SPC
|
|||
|
By:
|
Pentwater Capital Management LP, its investment manager
|
||
|
By:
|
Halbower Holdings, Inc., its general partner
|
||
|
By:
|
/s/ Matthew C. Halbower
|
||
|
Name:
|
Matthew C. Halbower
|
||
|
Title:
|
Chief Executive Officer
|
||
|
LMA SPC for and on behalf of MAP 98 Segregated Portfolio
|
|||
|
By:
|
Pentwater Capital Management LP, its investment manager
|
||
|
By:
|
Halbower Holdings, Inc., its general partner
|
||
|
By:
|
/s/ Matthew C. Halbower
|
||
|
Name:
|
Matthew C. Halbower
|
||
|
Title:
|
Chief Executive Officer
|
||
|
Investment Opportunities 3 SPC
|
|||
|
By:
|
Pentwater Capital Management LP, its investment manager
|
||
|
By:
|
Halbower Holdings, Inc., its general partner
|
||
|
By:
|
/s/ Matthew C. Halbower
|
||
|
Name:
|
Matthew C. Halbower
|
||
|
Title:
|
Chief Executive Officer
|
||
|
Oceana Master Fund Ltd.
|
|||
|
By:
|
Pentwater Capital Management LP, its investment manager
|
||
|
By:
|
Halbower Holdings, Inc., its general partner
|
||
|
By:
|
/s/ Matthew C. Halbower
|
||
|
Name:
|
Matthew C. Halbower
|
||
|
Title:
|
Chief Executive Officer
|
||
|
Pentwater Equity Opportunities Master Fund Ltd.
|
|
By:
|
Pentwater Capital Management LP, its investment manager
|
||
|
By:
|
Halbower Holdings, Inc., its general partner
|
||
|
By:
|
/s/ Matthew C. Halbower
|
|
|
Name:
|
Matthew C. Halbower
|
|
|
Title:
|
Chief Executive Officer
|
|
Pentwater Merger Arbitrage Master Fund Ltd.
|
|
By:
|
Pentwater Capital Management LP, its investment manager
|
||
|
By:
|
Halbower Holdings, Inc., its general partner
|
||
|
/s/ Matthew C. Halbower
|
||
|
Name:
|
Matthew C. Halbower
|
|
|
Title:
|
Chief Executive Officer
|
|
Pentwater Thanksgiving Fund LP
|
|||
|
By:
|
Pentwater Capital Management LP, its investment manager
|
||
|
By:
|
Halbower Holdings, Inc., its general partner
|
||
|
By:
|
/s/ Matthew C. Halbower
|
||
|
Name:
|
Matthew C. Halbower
|
||
|
Title:
|
Chief Executive Officer
|
||
|
PWCM Master Fund Ltd.
|
|
By:
|
Pentwater Capital Management LP, its investment manager
|
||
|
By:
|
Halbower Holdings, Inc., its general partner
|
||
|
/s/ Matthew C. Halbower
|
||
|
Name:
|
Matthew C. Halbower
|
|
|
Title:
|
Chief Executive Officer
|
|
By:
|
Pentwater Capital Management LP, its investment manager
|
||
|
By:
|
Halbower Holdings, Inc., its general partner
|
||
|
By:
|
/s/ Matthew C. Halbower
|
||
|
Name:
|
Matthew C. Halbower
|
||
|
Title:
|
Chief Executive Officer
|
||
|
Matthew C. Halbower
|
|
By:
|
/s/ Matthew C. Halbower
|
|
|
Name:
|
Matthew C. Halbower
|
|
|
Title:
|
Chief Executive Officer
|
Exhibit A
Directors of
Pentwater Equity Opportunities Master Fund Ltd.
Pentwater Merger Arbitrage Master Fund Ltd.
PWCM Master Fund Ltd.
The name, business address, present principal occupation or employment and citizenship of the directors of the Funds listed above are set forth below. The Funds have no executive officers.
|
Name
|
Present Principal Occupation
|
Citizenship
|
Residence or Business Address
|
|||
|
David Zirin
|
Chief Operating Officer
Pentwater Capital Management LP
|
United States
|
614 Davis Street
Evanston, IL 60201
|
|||
|
Christopher Bowring
|
Managing Director
International Management Services Ltd.
|
United Kingdom
|
P.O. Box 61
George Town
Grand Cayman KY1-1102
Cayman Islands
|
|||
|
Geoff Ruddick
|
Director
Paradigm Governance Partners Limited
|
Canada
|
One Capital Place, 3rd Floor
136 Shedden Road
P.O. Box 677
Grand Cayman KY1-9006
Cayman Islands
|
Directors of Investment Opportunities 3 SPC
The name, business address, title, present principal occupation or employment and citizenship of the directors of Investment Opportunities 3 SPC (“MALT”) are set forth below.
|
Name
|
Present Principal Occupation
|
Citizenship
|
Residence or Business Address
|
|||
|
Karla Jocelyn Bodden
|
Executive Director
Queensgate Bank & Trust Co. Ltd.
|
Cayman Islands
|
Queensgate Bank & Trust Co. Ltd, P.O. Box 30464
Harbour Place 5th Floor
103 South Church Street
Grand Cayman
Cayman Islands KY-1202
|
|||
|
Carol Reynolds
|
Executive Director
Queensgate Bank & Trust Co. Ltd.
|
Ireland
Cayman Islands United Kingdom
|
Queensgate Bank & Trust Co. Ltd, P.O. Box 30464
Harbour Place 5th Floor
103 South Church Street
Grand Cayman
Cayman Islands KY-1202
|
Directors of Crown Managed Accounts SPC
The name, business address, present principal occupation or employment and citizenship of the directors of Crown Managed Accounts SPC (“CROWN”) are set forth below.
|
Name
|
Present Principal Occupation
|
Citizenship
|
Residence or Business Address
|
|||
|
Gähwiler, Urs
|
General Counsel
LGT Capital Partners Ltd.
|
Swiss
|
Herrengasse 12,
FL-9490 Vaduz
Liechtenstein
|
|||
|
Gauch, Roger
|
Managing Partner
LGT Capital Partners Ltd.
|
Swiss
|
Herrengasse 12,
FL-9490 Vaduz
Liechtenstein
|
|||
|
Kirkconnell, Stacey-Ann
|
Consultant
LGT Capital Partners Ltd.
|
British Overseas
Territories
|
Grand Pavillion Commercial Center, 1st Floor
802 West Bay Road
Grand Cayman KY1-1207
Cayman Islands
|
|
Stainrod, Darren
|
Consultant
LGT Capital Partners Ltd.
|
United Kingdom
|
Fidelity Financial Center
3rd Floor
Grand Cayman KY1-1105
Cayman Islands
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Directors of Oceana Master Fund Ltd.
The name, business address, present principal occupation or employment and citizenship of the directors of Oceana Master Fund Ltd. (“Oceana”), are set forth below.
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Name
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Present Principal Occupation
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Citizenship
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Residence or Business Address
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David Zirin
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Chief Operating Officer
Pentwater Capital Management LP
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United States
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614 Davis Street
Evanston, IL 60201
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Dennis Hunter
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Managing Director
Queensgate Bank & Trust Co. Ltd.
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Great Britain
and Cayman Islands
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Queensgate Bank & Trust Co. Ltd, P.O. Box 30464
Harbour Place 5th Floor
103 South Church Street
Grand Cayman
Cayman Islands KY-1202
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Karla Jocelyn Bodden
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Executive Director
Queensgate Bank & Trust Co. Ltd.
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Cayman Islands
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Queensgate Bank & Trust Co. Ltd, P.O. Box 30464
Harbour Place 5th Floor
103 South Church Street
Grand Cayman
Cayman Islands KY-1202
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Directors of LMA SPC on behalf of MAP 98 Segregated Portfolio
The name, business address, present principal occupation or employment and citizenship of the directors of LMA SPC on behalf of MAP98 Segregated Portfolio (“MAP”), are set forth below.
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Name
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Present Principal Occupation
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Citizenship
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Residence or Business Address
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J. Scott Perkins
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Executive Managing Director
Lighthouse Investment Partners LLC
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United States
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Lighthouse Investment Partners, LLC
3801 PGA Blvd., Suite 500
Palm Beach Gardens, FL 33410
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Robert P. Swan III
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Chief Operating Officer
Lighthouse Investment Partners LLC
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United States
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Lighthouse Investment Partners, LLC
3801 PGA Blvd., Suite 500
Palm Beach Gardens, FL 33410
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Sean G. McGould
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Executive Managing Director
Lighthouse Investment Partners LLC
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United States
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Lighthouse Investment Partners, LLC
3801 PGA Blvd., Suite 500
Palm Beach Gardens, FL 33410
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Exhibit B
Transactions in the shares of the Issuer During the Past 60 Days
For account of Pentwater Merger Arbitrage Master Fund Ltd.
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Date
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Buy/Sell
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Number of shares of
Common Stock
|
Price ($)
|
|
2/18/2020
|
Buy
|
40,000
|
0.59
|
|
2/19/2020
|
Buy
|
11,500
|
0.60
|
|
2/19/2020
|
Buy
|
78,500
|
0.61
|
|
2/20/2020
|
Buy
|
90,000
|
0.60
|
|
2/21/2020
|
Buy
|
50,000
|
0.58
|
|
2/24/2020
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Buy
|
18,500
|
0.54
|
|
2/25/2020
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Sell
|
8,650
|
0.55
|
|
2/25/2020
|
Buy
|
8,650
|
0.54
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For account of Pentwater Metric Merger Arbitrage Fund LP
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Date
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Buy/Sell
|
Number of shares of
Common Stock
|
Price ($)
|
|
2/14/2020
|
Buy
|
20,000
|
0.61
|
|
2/18/2020
|
Buy
|
40,000
|
0.59
|
|
2/18/2020
|
Buy
|
160,000
|
0.56
|
|
2/19/2020
|
Buy
|
11,500
|
0.60
|
|
2/19/2020
|
Buy
|
78,500
|
0.61
|
|
2/20/2020
|
Buy
|
90,000
|
0.60
|
|
2/21/2020
|
Buy
|
50,000
|
0.58
|
|
2/24/2020
|
Buy
|
18,500
|
0.54
|
|
2/25/2020
|
Sell
|
8,650
|
0.55
|
|
2/25/2020
|
Buy
|
8,650
|
0.54
|
For account of LMA SPC for and on behalf of MAP 98 Segregated Portfolio
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Date
|
Buy/Sell
|
Number of shares of
Common Stock
|
Price ($)
|
|
3/16/2020
|
Sell
|
149,499
|
0.41
|
|
3/16/2020
|
Sell
|
20,818
|
0.41
|
|
3/17/2020
|
Sell
|
352,620
|
0.39
|
|
3/18/2020
|
Sell
|
37,600
|
0.35
|
|
3/23/2020
|
Sell
|
48,476
|
0.35
|
|
3/24/2020
|
Sell
|
18,846
|
0.36
|
|
3/25/2020
|
Sell
|
25,382
|
0.41
|
For account of PWCM Master Fund Ltd
| Date | Buy/Sell |
Number of shares of
Common Stock
|
Price ($) |
|
3/23/2020
|
Sell
|
333,490
|
0.35
|
|
3/24/2020
|
Sell
|
129,651
|
0.36
|
|
3/25/2020
|
Sell
|
174,618
|
0.41
|
For account of Investment Opportunities 3 SPC
| Date | Buy/Sell |
Number of shares of
Common Stock
|
Price ($) |
|
3/18/2020
|
Sell
|
14,275
|
0.35
|