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"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
|
MAG Silver Corp. (Name of Issuer) |
Common Shares, without par value (Title of Class of Securities) |
55903Q104 (CUSIP Number) |
Gustavo Alarcon Calzada Legaria, No.549, Torre 2, Piso11, Colonia10 deabril Alcaldia MiguelHidalgo Ciudad de Mexico, O5, 11250 (52 55) 5279-3200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/12/2025 (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 (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 55903Q104 |
| 1 |
Name of reporting person
Fresnillo plc | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
896,760.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 55903Q104 |
| 1 |
Name of reporting person
Industrias Penoles, S.A.B. de C.V. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place
of organization
MEXICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,374,853.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 55903Q104 |
| 1 |
Name of reporting person
Minas Penoles, S.A. de C.V. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MEXICO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
856,516.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, without par value | |
| (b) | Name of Issuer:
MAG Silver Corp. | |
| (c) | Address of Issuer's Principal Executive Offices:
Suite 801, 815 West Hastings Street, Vancouver,
BRITISH COLUMBIA, CANADA
, V6C 1B4. | |
Item 1 Comment:
This Amendment No. 4 (this "Amendment") amends and supplements the Schedule 13D that was originally filed by the Reporting Persons with the Securities and Exchange Commission on October 2, 2008 and subsequently amended on October 9, 2008, December 2, 2008 and June 23, 2009 (as so amended prior to the date hereof, the "Original Schedule 13D"). Unless otherwise stated herein, the Original Schedule 13D remains in full force and effect. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Original Schedule 13D. This Amendment relates to common shares without par value (the "Shares"), of MAG Silver Corp., a British Columbia company (the "Issuer"), whose principal executive offices are located at Suite 801, 815 West Hastings Street Vancouver, BC, Canada, V6C 1B4. | ||
| Item 2. | Identity and Background | |
| (a) | This Amendment is filed by (i) Fresnillo plc, a United Kingdom public limited company ("Fresnillo"), (ii) Industrias Penoles, S.A.B. de C.V., a corporation organized under the laws of Mexico ("IPSA"), and (iii) Minas Penoles, S.A. de C.V., a corporation organized under the laws of Mexico ("Minas") (together with Fresnillo and IPSA, the "Reporting Persons"). IPSA is a corporation organized under the laws of Mexico whose shares are traded on the Mexican Stock Exchange. IPSA is the beneficial owner of approximately 74.99% of the outstanding ordinary shares of Fresnillo. Fresnillo is a public limited company organized under the laws of the United Kingdom whose shares are traded on the London Stock Exchange. IPSA is the sole shareholder of Minas. Accordingly, the Reporting Persons are hereby jointly filing this Schedule 13D. Mr. Bailleres died on February 2, 2022 and no longer holds shared voting and dispositive power over the Shares. As a result, Mr. Bailleres is no longer a Reporting Person. | |
| (b) | The business address of the principal office of the Reporting Persons is Calzada Legaria 549 torre 2, piso 11, Col. 10 de Abril, Alcaldia Miguel Hidalgo, C.P. 11250 Ciudad de Mexico, Mexico. | |
| (c) | The principal business of Fresnillo is to act as a holding company of shares of companies engaged in the precious metals industry. The principal business of IPSA is to act as a holding company of shares of companies engaged in the metals and inorganic chemicals industry. The principal business of Minas is to act as a subsidiary holding company of shares of companies engaged in the base (non-precious) metals industry. | |
| (d) | During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, none of the Reporting Persons was a 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. | |
| (f) | Fresnillo is organized under the laws of the United Kingdom. IPSA and Minas are organized under the laws of United Mexican States (Mexico). | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
N/A | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented with the following: The Reporting Persons sold an aggregate of 7,371,340 Shares between May 12, 2025, and June 2, 2025, such sales having exceeded 1% of the total outstanding Shares on May 12, 2025. The Reporting Persons are holding the Shares for investment purposes and intend to continue to evaluate their investment and the Issuer on an ongoing basis. The Reporting Persons intend to take such actions with respect to their investment and the Issuer as they deem appropriate, which actions may include, without limitation, the disposition of all or any portion of the Shares they beneficially own through open market transactions, block trades, privately negotiated transactions or otherwise, or the pursuit of such other actions with respect to the investment in Shares and the Issuer as they deem appropriate, subject to any restrictions and other requirements under applicable laws and regulations. The Reporting Persons may further consider their options in relation to the Shares. On the date hereof, the Reporting Persons have not determined any specific course of action which they may ultimately take. Any future actions with regard to their investment in Shares and the Issuer will be dependent on their evaluation of market conditions, current and anticipated future trading prices of the shares, the financial condition, results of operations and prospects of the Issuer, general economic and industry conditions, and other factors that the Reporting Persons may deem relevant. The Reporting Persons retain the right to determine in the future whether to adopt any plans or proposals with respect to the Share investment or the Issuer. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is hereby amended and supplemented with the following: The information set forth in Items 2 and 4 of this Amendment and the cover pages of this Amendment is hereby incorporated by reference into this Item 5. Items 7 through 11 and 13 of each of the cover pages of this Amendment are incorporated herein by reference. As of the date of this Amendment, the Reporting Persons beneficially own an aggregate of 2,374,853 Shares, which represents approximately 2.3% of the outstanding Shares (based on the number of Shares outstanding as contained in the Issuer's most recently available filing with the Securities and Exchange Commission). | |
| (b) | As of the date of this Amendment, the Reporting Persons beneficially own an aggregate of 2,374,853 Shares, which represents approximately 2.3% of the outstanding Shares (based on the number of Shares outstanding as contained in the Issuer's most recently available filing with the Securities and Exchange Commission). | |
| (c) | Fresnillo disposed of 7,171,340 Shares of the Issuer in the open market as detailed below: From May 12, 2025 through June 2, 2025, Fresnillo disposed of 7,171,340 Shares of the Issuer in the open market, representing shares held by the Fresnillo. Detail of these open market transactions are as follows: Trade Date Buy/Sell Shares Price 05/12/2025 Sell 2,237,339 CAD$25.2839 05/13/2025 Sell 4,334,001 CAD$25.2281 05/20/2025 Sell 300,000 CAD$25.4572 05/27/2025 Sell 100,000 CAD$25.7491 05/28/2025 Sell 1,710 CAD$25.9972 05/29/2025 Sell 98,290 CAD$25.9981 06/02/2025 Sell 100,000 CAD$27.1405 From May 27, 2025 through June 2, 2025, Minas disposed of 200,000 Shares of the Issuer in the open market as detailed below: Trade Date Buy/Sell Shares Price 05/27/2025 Sell 50,000 CAD$25.7338 05/28/2025 Sell 50,000 CAD$25.9021 06/02/2025 Sell 100,000 CAD$26.9156 | |
| (d) | N/A | |
| (e) | As of May 14, 2025, as described in this Item 5, Item 2 and Item 4 above, each of the Reporting Persons has ceased to be the beneficial owner of more than 5% of the Issuer's Shares. The filing of this Amendment represents the final amendment to the Schedule 13D and constitutes an exit filing for each of the Reporting Persons and the Re
porting Persons as a group. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
N/A | ||
| Item 7. | Material to be Filed as Exhibits. | |
Joint Filing Statement (incorporated by reference to Exhibit 99.1 to the Original Schedule 13D filed with the Commission on October 2, 2008). | ||
| 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.
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