Amendment: SEC Form SCHEDULE 13D/A filed by Triple Flag Precious Metals Corp.
$TFPM
Precious Metals
Industrials
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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Triple Flag Precious Metals Corp. (Name of Issuer) |
Common Shares, no par value (Title of Class of Securities) |
89679M104 (CUSIP Number) |
Legal Department
Elliott Investment Management L.P., 360 S. Rosemary Ave, 18th Floor
West Palm Beach, FL, 33401
212-974-6000
Elliott Investment Management L.P., 360 S. Rosemary Ave, 18th Floor
West Palm Beach, FL, 33401
212-974-6000
Adriana Schwartz
Seward & Kissel LLP, One Battery Park Plaza
New York, NY, 10004
212-574-1200
Seward & Kissel LLP, One Battery Park Plaza
New York, NY, 10004
212-574-1200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
06/30/2026
(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
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| CUSIP Number(s): | 89679M104 |
| 1 |
Name of reporting person
Elliott Investment Management L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
133,241,535.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
64.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, no par value | |
| (b) | Name of Issuer:
Triple Flag Precious Metals Corp. | |
| (c) | Address of Issuer's Principal Executive Offices:
TD CANADA TRUST TOWER, TD CANADA TRUST TOWER, TORONTO,
ONTARIO, CANADA
, M5J 2S1. | |
Item 1 Comment:
The following constitutes Amendment No. 3 ("Amendment No. 3") to the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on March 21, 2023, as amended by Amendment No. 1 to the Schedule 13D filed with the SEC on December 31, 2025, and Amendment No. 2 ("Amendment No. 2") to the Schedule 13D filed with the SEC on March 31, 2026 (as amended, the "Schedule 13D"). This Amendment No. 3 amends and restates Items 3 and 5(a)-(c) and supplements Items 4 and 6 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 3 have the meanings set forth in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
The aggregate purchase price of the Common Shares reported herein is approximately $1,015,457,955.
The Reporting Person may effect purchases of the Common Shares through margin accounts maintained for the Elliott Funds with prime brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms' credit policies. Positions in the Common Shares may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase the Common Shares. | ||
| Item 4. | Purpose of Transaction | |
The information set forth in Item 6 of the Schedule 13D, including, without limitation, information as to the rights and obligations of the Reporting Person pursuant to the terms of the agreements, instruments and other matters described therein, is hereby incorporated by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See rows (11) and (13) of the cover page to this Amendment No. 3 for the aggregate number of Common Shares and percentage of the Common Shares beneficially owned by the Reporting Person. The aggregate percentage of Common Shares reported beneficially owned by the Reporting Person is based upon 205,994,812 Common Shares outstanding as of May 26, 2026, as disclosed in the Registration Statement on Form F-10 filed by the Issuer with the SEC on May 27, 2026. | |
| (b) | See rows (7) through (10) of the cover page to this Schedule 13D for the number of Common Shares as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. | |
| (c) | Except as described in Item 6, the Reporting Person has not effected any transactions with respect to the Issuer's Common Shares during the past sixty days. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Settlement of Confirmation
On June 30, 2026, the March 2026 Confirmation previously disclosed in Amendment No. 2 settled in accordance with its terms and TFM Aggregator sold and delivered to GSI 6,680 Common Shares constituting the Applicable Number of Shares under the March 2026 Confirmation, at a price of $35.91 per share. | ||
| 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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