CUSIP No. 887133205
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SCHEDULE 13D/A
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Page
6 of 8
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Item 1. Security and Issuer
This Amendment No. 2 (this
Amendment No. 2
) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the
SEC
) on October 5, 2015 (the
Original Schedule 13D
), as amended by Amendment No. 1 filed with the SEC on June 8, 2016 (
Amendment No. 1
and together with the Original Schedule 13D and this Amendment No. 2, the
Schedule 13D
), with respect to the common shares, par value $0.001 (
Shares
), of Timberline Resources Corporation, a Delaware corporation (the
Issuer
). Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D. This Amendment No. 2 amends Item 5 as set forth below and constitutes an exiting filing for the Reporting Persons.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a)-(b) Based upon the 24,006,952 Shares understood to be outstanding as of June 30, 2016 by the Issuer based on the Issuers Form 8-K filed with the SEC on July 1, 2016, as of the date hereof, Waterton Precious Metals Fund II is the direct holder of 941,155 Shares representing approximately 3.9% of the Shares issued and outstanding.
The aggregate number and percentage of Shares beneficially owned by each of the Reporting Persons and, for each of the Reporting Persons, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or direct the vote, sole power to dispose or to direct the disposition or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons (other than Waterton Precious Metals Fund II, to the extent it directly holds Shares reported on this Schedule 13D) is the beneficial owner of the Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. Each of the Reporting Persons expressly disclaims any assertion or presumption that it and the other persons on whose behalf this statement is filed constitute a group.
(c) The following table sets forth all transaction with respect to the Shares effected during the past 60 days by any of the Reporting Persons and not previously reported on Schedule 13D. Except as otherwise noted, all such transactions were effected on the open market through brokers and the price per share is net of commissions.
Reporting Person
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Date of Transaction
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Amount of Securities
Purchased or (Sold)
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Price Per Share
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Waterton Precious Metals Fund II Cayman, LP
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06/08/2016
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(32,500)
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$0.40
|
|
|
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06/13/2016
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(1,179)
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$0.39
|
|
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06/14/2016
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(23,821)
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$0.39
|
|
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06/14/2016
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(4,622)
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$0.42
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06/15/2016
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(25,000)
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$0.44
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06/16/2016
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(53,125)
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$0.42
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|
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06/20/2016
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(25,000)
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$0.40
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06/27/2016
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(25,000)
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$0.41
|
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06/28/2016
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(3,500)
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$0.43
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06/29/2016
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(21,500)
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$0.43
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07/01/2016
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(2,500)
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$0.45
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07/05/2016
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(25,000)
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$0.42
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Waterton Global Resource Management, LP
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06/08/2016
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(32,500)
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$0.40
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06/13/2016
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(1,179)
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$0.39
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06/14/2016
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(23,821)
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$0.39
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