Amended Statement of Ownership (sc 13g/a)
February 05 2021 - 1:07PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. __1____)*
Sprott
Physical Platinum and Palladium Trust
(Name
of Issuer)
Units
(Title
of Class of Securities)
85207Q104
(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)
[X]
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 disclosures provided
in a prior cover page.
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).
CUSIP
No. 68632T109
|
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Boothbay
Absolute Return Strategies LP
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
[ ]
(b)
[X]
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
6.
|
SHARED
VOTING POWER
53,000*
|
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
|
8.
|
SHARED
DISPOSITIVE POWER
53,000*
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,000*
|
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) [ ]
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.75%*
|
|
12.
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
CUSIP
No. 68632T109
|
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Boothbay
Fund Management, LLC
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
[ ]
(b)
[X]
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
6.
|
SHARED
VOTING POWER
53,000*
|
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
|
8.
|
SHARED
DISPOSITIVE POWER
53,000*
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,000*
|
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) [ ]
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.75%*
|
|
12.
|
TYPE
OF REPORTING PERSON (see instructions)
IA,
OO
|
CUSIP
No. 68632T109
|
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ari
Glass
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
[ ]
(b)
[X]
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
6.
|
SHARED
VOTING POWER
53,000*
|
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
|
8.
|
SHARED
DISPOSITIVE POWER
53,000*
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,000*
|
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) [ ]
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.75%*
|
|
12.
|
TYPE
OF REPORTING PERSON (see instructions)
IN,
HC
|
Item
1.
|
|
(a)
|
Name
of Issuer
Sprott Physical Platinum and Palladium Trust (the “Issuer”)
|
|
|
|
|
|
|
(b)
|
Address
of Issuer’s Principal Executive Offices
Royal
Bank Plaza, South Tower
200
Bay Street, Suite 2600
Toronto,
Ontario, Canada, M5J 2JI
|
Item
2.
|
|
(a)
|
Name
of Person Filing:
Boothbay Absolute Return Strategies LP*
Boothbay
Fund Management, LLC*
Ari
Glass*
|
|
|
|
|
|
|
(b)
|
Address
of the Principal Office or, if none, residence
140 East 45th Street, 14th Floor
New
York, NY 10017
|
|
|
|
|
|
|
(c)
|
Citizenship
Boothbay Absolute Return Strategies LP – Delaware
Boothbay
Fund Management, LLC – Delaware
Ari
Glass – United States
|
|
|
|
|
|
|
(d)
|
Title
of Class of Securities
Units
|
|
|
|
|
|
|
(e)
|
CUSIP
Number
85207Q104
|
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: N/A
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.
|
|
(a)
|
Amount
beneficially owned:
Boothbay
Absolute Return Strategies LP – 53,000*
Boothbay
Fund Management, LLC – 53,000*
Ari
Glass – 53,000*
|
|
|
|
|
|
|
|
(b)
|
Percent
of class:
Boothbay
Absolute Return Strategies LP – 0.75%*
Boothbay
Fund Management, LLC – 0.75%*
Ari
Glass – 0.75%*
|
|
|
(c)
|
Number
of shares as to which the person has:
|
|
|
|
|
|
|
|
|
(i)
|
Sole
power to vote or to direct the vote
Boothbay
Absolute Return Strategies LP – 0
Boothbay
Fund Management, LLC – 0
Ari
Glass – 0
|
|
|
|
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
Boothbay
Absolute Return Strategies LP – 53,000*
Boothbay
Fund Management, LLC – 53,000*
Ari
Glass – 53,000*
|
|
|
|
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
Boothbay
Absolute Return Strategies LP – 0
Boothbay
Fund Management, LLC – 0
Ari
Glass – 0
|
|
|
|
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
Boothbay
Absolute Return Strategies LP – 53,000*
Boothbay
Fund Management, LLC – 53,000*
Ari
Glass – 53,000*
|
Instruction.
For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
*
The trust units (the “Units”) of Sprott Physical Platinum and Palladium Trust, a trust established under the laws
of the Province of Ontario, Canada (the “Issuer”), reported herein are held by Boothbay Absolute Return Strategies
LP, a Delaware limited partnership (the “Fund”), which is managed by Boothbay Fund Management, LLC, a Delaware limited
liability company (the “Adviser”). The Adviser, in its capacity as the investment manager of the Fund, has the power
to vote and the power to direct the disposition of all Units held by the Fund. Ari Glass is the Managing Member of the Adviser.
Accordingly, for the purposes of Reg. Section 240.13d-3, the reporting persons herein may be deemed to beneficially own an aggregate
of 53,000 units, or 0.75% of the 7,021,000 units that were issued and outstanding as of December 31, 2020. This report shall not
be deemed an admission that the Adviser, the Fund or any other person is the beneficial owner of the securities reported herein
for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the reporting
persons herein disclaims beneficial ownership of the Shares reported herein except to the extent of the reporting person’s
pecuniary interest therein.
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.
[X]
Instruction.
Dissolution of a group requires a response to this item.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
N/A
Item
8. Identification and Classification of Members of the Group.
N/A
Item
9. Notice of Dissolution of Group.
N/A
Item
10. Certification.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
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:
February 5, 2021
|
|
Boothbay
Absolute Return Strategies LP
|
|
|
|
|
|
|
By:
|
Boothbay
Fund Management, LLC, its investment manager
|
|
|
|
|
|
|
By:
|
/s/
Ari Glass
|
|
|
|
Ari
Glass, Managing Member
|
|
|
|
|
|
|
Boothbay
Fund Management, LLC
|
|
|
|
|
|
By:
|
/s/
Ari Glass
|
|
|
|
Ari
Glass, Managing Member
|
|
|
|
|
|
|
Ari
Glass
|
|
|
|
|
|
|
By:
|
/s/
Ari Glass
|
|
|
|
Individually
|
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 s.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).
JOINT
FILING STATEMENT
PURSUANT
TO RULE 13D-1(K)(1)
The
undersigned hereby consent and agree to the joint filing of Schedule 13G Amendment No. 1 under the Securities Exchange Act of
1934, as amended, with respect to the Units of Sprott Physical Platinum and Palladium Trust, together with any or all amendments
thereto, when and if required. The parties hereto further consent and agree to file this Joint Filing Statement pursuant to Rule13d-1(k)(1)(iii)
as an exhibit to Schedule 13G, thereby incorporating the same into such Schedule13G.
This
Joint Filing Statement may be terminated by any of the undersigned upon written notice or such lesser period of notice as the
undersigned may mutually agree.
Dated:
February 5, 2021
|
|
Boothbay
Absolute Return Strategies LP
|
|
|
|
|
|
|
By:
|
Boothbay
Fund Management, LLC, its investment manager
|
|
|
|
|
|
|
By:
|
/s/
Ari Glass
|
|
|
Ari
Glass, Managing Member
|
|
|
|
|
|
|
Boothbay
Fund Management, LLC
|
|
|
|
|
|
By:
|
/s/
Ari Glass
|
|
|
Ari
Glass, Managing Member
|
|
|
|
|
|
|
Ari
Glass
|
|
|
|
|
|
By:
|
/s/
Ari Glass
|
|
|
Individually
|
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