SC 13G/A 1 eps9509_turquoise.htm TURQUOISE - 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Turquoise Hill Resources Ltd.

(Name of Issuer)

Common Stock, no par value per share

(Title of Class of Securities)

900435108

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

	☑	Rule 13d-1(b)

	☐	Rule 13d-1(c)

	☐	Rule 13d-1(d)

* 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 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).

CUSIP No .

900435108

Page 2 of 10 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)			SailingStone Capital Partners LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION			DE, USA
NUMBER OF SHARES		5	SOLE VOTING POWER	4,448,477
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER	0
EACH REPORTING		7	SOLE DISPOSITIVE POWER	4,448,477
PERSON WITH:		8	SHARED DISPOSITIVE POWER	0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			4,448,477
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			2.21%
12	TYPE OF REPORTING PERSON			IA

CUSIP No .

900435108

Page 3 of 10 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)			SailingStone Holdings LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION			DE, USA
NUMBER OF SHARES		5	SOLE VOTING POWER	0
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER	4,448,477
EACH REPORTING		7	SOLE DISPOSITIVE POWER	0
PERSON WITH:		8	SHARED DISPOSITIVE POWER	4,448,477
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			4,448,477
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			2.21%
12	TYPE OF REPORTING PERSON			HC,CO

CUSIP No .

900435108

Page 4 of 10 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)			MacKenzie B. Davis
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION			UNITED STATES
NUMBER OF SHARES		5	SOLE VOTING POWER	0
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER	4,448,477
EACH REPORTING		7	SOLE DISPOSITIVE POWER	0
PERSON WITH:		8	SHARED DISPOSITIVE POWER	4,448,477
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			4,448,477
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			2.21%
12	TYPE OF REPORTING PERSON			HC, IN

CUSIP No .

900435108

Page 5 of 10 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)			Kenneth L. Settles Jr.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION			UNITED STATES
NUMBER OF SHARES		5	SOLE VOTING POWER	0
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER	4,448,477
EACH REPORTING		7	SOLE DISPOSITIVE POWER	0
PERSON WITH:		8	SHARED DISPOSITIVE POWER	4,448,477
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			4,448,477
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			2.21%
12	TYPE OF REPORTING PERSON			HC, IN

CUSIP No .

900435108

Page 6 of 10 Pages

Item 1(a).		Name of Issuer:

		Turquoise Hill Resources Ltd. (the "Company")

Item 1(b).		Address of Issuer’s Principal Executive Offices:

		Suite 354 – 200 Granville Street
		Vancouver, British Columbia, Canada, V6C 1S4

Item 2(a).		Name of Person Filing:



Item 2(b).		Address of Principal Business Office or, if None, Residence:



Item 2(c).		Citizenship:

		SailingStone Capital Partners LLC (“SailingStone”)
		One California Street, 30th Floor
		San Francisco, CA 94111
		Citizenship: Delaware

		SailingStone Holdings LLC (“SailingStone Holdings”)
		One California Street, 30th Floor
		San Francisco, CA 94111
		Citizenship: Delaware

		MacKenzie B. Davis (“Davis”)
		One California Street, 30th Floor
		San Francisco, CA 94111
		Citizenship: United States

		Kenneth L. Settles Jr. (“Settles”)
		One California Street, 30th Floor
		San Francisco, CA 94111
		Citizenship: United States

Item 2(d).		Title of Class of Securities:

		Common Stock, no par value per share (the "Common Stock")

Item 2(e).		CUSIP Number:

		900435108

CUSIP No .

900435108

Page 7 of 10 Pages

Item 3.

If This Statement is Filed Pursuant to §§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 (15 U.S.C. 78o).

(b)	☐	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	☐	Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)	☑	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	☑	A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G);

(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

(j)	☐	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.	Ownership.

	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

SailingStone
(a)	Amount beneficially owned:

	4,448,477

(b)	Percent of class:

	2.21%

(c)	Number of shares as to which such person has:

	(i)	Sole power to vote or to direct the vote

		4,448,477

	(ii)	Shared power to vote or to direct the vote

		0

CUSIP No .

900435108

Page 8 of 10 Pages

		(iii)	Sole power to dispose or to direct the disposition of

			4,448,477

		(iv)	Shared power to dispose or to direct the disposition of

			0

SailingStone Holdings, Davis and Settles
(a)	Amount beneficially owned:

	4,448,477

(b)	Percent of class:

	2.21%

(c)	Number of shares as to which such person has:

	(i)	Sole power to vote or to direct the vote

		0

	(ii)	Shared power to vote or to direct the vote

		4,448,477

	(iii)	Sole power to dispose or to direct the disposition of

		0

	(iv)	Shared power to dispose or to direct the disposition of

		4,448,477

Item 5.	Ownership of Five Percent or Less of a Class.
	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☑

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

	Not Applicable

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

	Not Applicable

CUSIP No .

900435108

Page 9 of 10 Pages

Item 8.	Identification and Classification of Members of the Group.

	Not Applicable

Item 9.	Notice of Dissolution of Group.

	Not Applicable

Item 10.	Certification.

	By signing below I certify that, to the best of my knowledge and belief, the securities referred to 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.

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.

Date: February 17, 2021

	SailingStone Capital Partners LLC

	By:	/s/ Jim Klescewski
	Name:	Jim Klescewski
	Title:	Chief Compliance Officer

	SailingStone Holdings LLC

	By:	/s/ MacKenzie B. Davis
	Name:	MacKenzie B. Davis
	Title:	Managing Member


	MacKenzie B. Davis

	By:	/s/ MacKenzie B. Davis
	Name:	MacKenzie B. Davis

	Kenneth L. Settles Jr.

	By:	/s/ Kenneth L. Settles Jr.
	Name:	Kenneth L. Settles Jr.

CUSIP No .

900435108

Page 10 of 10 Pages

Exhibit 1

WHEREAS, in accordance with Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934 (the "Act"), only one joint Statement and any amendments thereto need to be filed whenever one or more persons are required to file such a Statement or any amendments thereto pursuant to Section 13(d) of the Act with respect to the same securities, provided that said persons agree in writing that such Statement or amendments thereto is filed on behalf of each of them;

NOW, THEREFORE, the parties hereto agree as follows: SailingStone Capital Partners LLC, SailingStone Holdings LLC, MacKenzie B. Davis, and Kenneth L. Settles Jr., do hereby agree, in accordance with Rule 13d-1(k)(1) under the Act, to file a Statement on Schedule 13G relating to their ownership of the Common Stock of the Issuer, and do hereby further agree that said Statement on Schedule 13G/A shall be filed on behalf of each of them.

Date: February 17, 2021

	SailingStone Capital Partners LLC

	By:	/s/ Jim Klescewski
	Name:	Jim Klescewski
	Title:	Chief Compliance Officer

	SailingStone Holdings LLC

	By:	/s/ MacKenzie B. Davis
	Name:	MacKenzie B. Davis
	Title:	Managing Member


	MacKenzie B. Davis

	By:	/s/ MacKenzie B. Davis
	Name:	MacKenzie B. Davis

	Kenneth L. Settles Jr.

	By:	/s/ Kenneth L. Settles Jr.
	Name:	Kenneth L. Settles Jr.

SEC Form SC 13G/A filed