Sec Form 4 Filing - KAPLAN THOMAS SCOTT @ Trilogy Metals Inc. - 2018-04-20

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
KAPLAN THOMAS SCOTT
2. Issuer Name and Ticker or Trading Symbol
Trilogy Metals Inc. [ TMQ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Possible member of 10% group
(Last) (First) (Middle)
535 MADISON AVENUE, 12TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
04/20/2018
(Street)
NEW YORK, NY10022
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Shares 04/20/2018 J( 1 ) 5,031,250 A $ 1.16 29,422,923 I By Electrum Strategic Opportunities Fund L.P. ( 2 ) ( 5 )
Common Shares 10,000 I By Tigris Financial Group Ltd. ( 3 ) ( 5 )
Common Shares 833,333 I By GRAT Holdings LLC ( 4 ) ( 5 )
Common Shares 113,739 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants (right to buy) $ 1.52 07/07/2014 07/07/2019 Common Shares 2,760,870 2,760,870 I By Electrum Strategic Opportunities Fund L.P. ( 2 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KAPLAN THOMAS SCOTT
535 MADISON AVENUE, 12TH FLOOR
NEW YORK, NY10022
Possible member of 10% group
Electrum Strategic Opportunities Fund L.P.
535 MADISON AVENUE, 12TH FLOOR
NEW YORK, NY10022
Possible member of 10% group
Electrum Group LLC
535 MADISON AVENUE, 12TH FLOOR
NEW YORK, NY10022
Possible member of 10% group
ESOF GP Ltd.
535 MADISON AVENUE, 12TH FLOOR
NEW YORK, NY10022
Possible member of 10% group
GRAT Holdings LLC
535 MADISON AVENUE, 12TH FLOOR
NEW YORK, NY10022
Possible member of 10% group
Signatures
/s/ Thomas S. Kaplan 04/24/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On April 20, 2018, ESOF acquired 5,031,250 of the Issuer's Common Shares for an aggregate purchase price of $5,836,250, or $1.16 per Common Share.
( 2 )ESOF is an investment fund, of which The Electrum Group LLC is the investment adviser. ESOF GP Ltd. is the general partner of the sole general partner of ESOF.
( 3 )Mr. Kaplan is the sole shareholder of Tigris Financial Group Ltd. ("Tigris").
( 4 )GRAT Holdings LLC ("GRAT Holdings") is owned by trusts for the benefit of family members of Mr. Kaplan.
( 5 )In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by Tigris, GRAT Holdings, and ESOF is reported herein. For purposes of Section16 of the Securities Exchange Act of 1934, each reporting person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

Remarks:
* Any Common Shares reported herein are no longer deemed to be beneficially owned by Leopard Holdings LLC, Electrum Global Holdings L.P., and TEG Global GP Ltd, solely due to an internal restructuring.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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