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.
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UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13G*
Under the Securities Exchange Act of 1934
(Amendment No. __)
Timberline Resources Corporation
(Name of Issuer)
Common stock, $0.001 par value
(Title of Class of Securities)
887133106
(CUSIP Number)
November 1, 2010
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(Page 1 of 8 Pages)
- ----------------
*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 purposes 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).
Persons who are to respond to the collection of information contained in this
form are not required to respond unless the form displays a currently valid
OMB control number.
SEC 1745 (12-02)
CUSIP No. 887133106 13G Page 2 of 8 Pages
- ----------------------------------------------------------------------------
(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
- -----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) [X]
(b) [ ]
- -----------------------------------------------------------------------------
(3) SEC USE ONLY
- -----------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
2,324,136
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
2,324,136
- -----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,324,136
- -----------------------------------------------------------------------------
(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)
4.2%
- -----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
IA
- -----------------------------------------------------------------------------
CUSIP No. 887133106 13G Page 3 of 8 Pages
- ----------------------------------------------------------------------------
(2) NAMES OF REPORTING PERSONS
Praetorian Offshore Ltd. (See Item 2(A))
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
98-0465606
- -----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) [X]
(b) [ ]
- -----------------------------------------------------------------------------
(3) SEC USE ONLY
- -----------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- -----------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
2,324,136
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
2,324,136
- -----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,324,136
- -----------------------------------------------------------------------------
(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)
4.2%
- -----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
OO
- -----------------------------------------------------------------------------
CUSIP No. 887133106 13G Page 4 of 8 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.
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 1508, Miami Beach, FL 33139
Item 2(c). Citizenship:
Management Company: Delaware
Praetorian Offshore Ltd.: Cayman Islands
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.
CUSIP No. 887133106 13G Page 5 of 8 Pages
Item 4. Ownership.
(a) Amount beneficially owned:
As of November 1, 2010, the Reporting Person is the beneficial
owner of 2,324,136 shares of Common Stock. Praetorian Capital
Management LLC acts as the management company to Praetorian
Offshore Ltd., which beneficially owns 2,324,136 shares of Common
Stock. As such, Praetorian Capital Management LLC is deemed to
beneficially own 2,324,136 shares of Common Stock. The
percentages set forth in this Schedule 13G are calculated based
on the 55,645,778 shares of Common Stock outstanding as of August
10, 2010, as set forth in the Company's Form 10-Q for the quarter
ended June 30, 2010.
Our last 13G filing was dated October 13, 2009 and indicated
ownership of 11.2% of the issuer. Between October 13, 2009 and
December 31, 2009, we had no transactions in the shares of the
issuer. Since there was no change in our ownership of the issuer
as of December 31, 2009, we were not required to file an updated
13G filing as of that date. If we had made such a filing, our
ownership percentage as of December 31, 2009, would have been
9.998%, based on an e-mail from the issuer indicating that the
number of shares outstanding as of December 11, 2009 was
40,363,181. Since our ownership was less than 10% as of December
31, 2009, we were not required to make a subsequent 13G filing
until our ownership changed by 5% or more. Since our
transactions subsequent to December 31, 2009 have now resulted in
a decrease in our holdings of the issuer to below 5%, this 13G
filing is required and will be our last 13G filing related to the
issuer unless we are once again required to make additional
filings.
Since our last Form 13G filing dated October 13, 2009, through
November 1, 2010, we made the following transactions. With the
exception of the June 2, 2010 transactions (see asterisk footnote
on next page for additional information), all transactions were
made on the open market.
PO Ltd. March 30, 2010 sold 13,500 shares
PO Ltd. March 31, 2010 sold 12,500 shares
PO Ltd. April 1, 2010 sold 12,900 shares
PO Ltd. April 5, 2010 sold 45,900 shares
PO Ltd. April 6, 2010 sold 45,832 shares
PO Ltd. April 7, 2010 sold 52,755 shares
PO Ltd. April 8, 2010 sold 2,300 shares
PO Ltd. April 9, 2010 sold 34,813 shares
PO Ltd. April 12, 2010 sold 10,800 shares
PO Ltd. April 13, 2010 sold 8,700 shares
PO Ltd. April 14, 2010 sold 2,000 shares
PO Ltd. April 15, 2010 sold 100 shares
PO Ltd. April 16, 2010 sold 45,000 shares
PO Ltd. April 19, 2010 sold 44,100 shares
PO Ltd. April 20, 2010 sold 100 shares
PO Ltd. April 22, 2010 sold 3,000 shares
PO Ltd. April 23, 2010 sold 18,700 shares
PO Ltd. April 26, 2010 sold 67,000 shares
PO Ltd. April 27, 2010 sold 33,600 shares
PO Ltd. April 28, 2010 sold 129,500 shares
PO Ltd. April 29, 2010 sold 219,100 shares
PO Ltd. April 30, 2010 sold 59,400 shares
CUSIP No. 887133106 13G Page 6 of 8 Pages
Item 4. Ownership. (Continued)
(a) Amount beneficially owned: (Continued)
PO Ltd. May 3, 2010 sold 10,100 shares
PO Ltd. May 4, 2010 sold 13,800 shares
PO Ltd. May 5, 2010 sold 39,100 shares
PO Ltd. May 6, 2010 sold 21,600 shares
PO Ltd. May 11, 2010 sold 3,800 shares
PO Ltd. May 13, 2010 sold 200 shares
PO Ltd. May 14, 2010 sold 4,800 shares
PO Ltd. May 20, 2010 purchased 10,000 shares
PO Ltd. May 20, 2010 sold 1,000 shares
PO Ltd. May 21, 2010 sold 11,800 shares
PO Ltd. June 2, 2010 received 165,642.6915 shares*
PO Ltd. June 2, 2010 sold 0.6915 shares*
PO Ltd. June 8, 2010 purchased 1,158 shares
PO Ltd. June 10, 2010 purchased 1,000 shares
PO Ltd. June 17, 2010 purchased 1,000 shares
PO Ltd. June 18, 2010 purchased 4,000 shares
PO Ltd. June 24, 2010 purchased 10,000 shares
PO Ltd. July 6, 2010 purchased 5,000 shares
PO Ltd. July 7, 2010 purchased 5,100 shares
PO Ltd. July 8, 2010 purchased 4,900 shares
PO Ltd. July 26, 2010 purchased 5,000 shares
PO Ltd. August 19, 2010 sold 500 shares
PO Ltd. August 20, 2010 sold 13,100 shares
PO Ltd. August 23, 2010 sold 17,300 shares
PO Ltd. August 24, 2010 sold 1,602 shares
PO Ltd. August 25, 2010 sold 31,495 shares
PO Ltd. August 26, 2010 sold 27,503 shares
PO Ltd. August 27, 2010 sold 8,500 shares
PO Ltd. August 30, 2010 sold 51,065 shares
PO Ltd. August 31, 2010 sold 12,880 shares
PO Ltd. September 3, 2010 sold 2,000 shares
PO Ltd. September 7, 2010 sold 4,055 shares
PO Ltd. September 9, 2010 sold 30,000 shares
PO Ltd. September 14, 2010 sold 10,000 shares
PO Ltd. September 16, 2010 sold 15,000 shares
PO Ltd. September 17, 2010 sold 1,000 shares
PO Ltd. September 20, 2010 sold 6,300 shares
PO Ltd. September 21, 2010 sold 5,000 shares
PO Ltd. September 22, 2010 sold 23,000 shares
PO Ltd. September 23, 2010 sold 19,700 shares
PO Ltd. September 24, 2010 sold 59,600 shares
PO Ltd. September 27, 2010 sold 20,400 shares
PO Ltd. September 28, 2010 sold 55,600 shares
PO Ltd. September 28, 2010 sold 75,000 shares
PO Ltd. October 1, 2010 sold 4,400 shares
PO Ltd. November 1, 2010 sold 461,700 shares
* The shares received on June 2, 2010 were a result of a
conversion of 1,159,500 shares held in Staccato Gold Resources
Ltd. Timberline Resources Corporation acquired Staccato Gold
Resources Ltd. in a stock-for-stock transaction where each share
of Staccato Gold Resources Ltd. was exchanged for 0.142857 shares
of Timberline Resources Corporation.
CUSIP No. 887133106 13G Page 7 of 8 Pages
Item 4. Ownership. (Continued)
(b) 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: 2,324,136
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 2,324,136
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 is now less than 5% of
the outstanding Common Stock of the Issuer.
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 t
o 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: November 10, 2010
/s/ Wesley N. Cooper
Praetorian Offshore Ltd.
By: Praetorian Capital Management LLC
Its: Investment Manager
By: Wesley N. Cooper
Its: Chief Financial Officer
CUSIP No. 887133106 13G Page 8 of 8 Pages
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)