Unassociated Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Independence Contract Drilling, Inc.
(Name of Issuer)
 
Common Stock, $0.01 par value per share
(Title of Class of Securities)
 
453415309
(CUSIP Number)
 
Arthur Einav
ROYAL BANK PLAZA, SOUTH TOWER
200 BAY STREET, SUITE 2700, P.O. BOX 27
TORONTO, ON M5J 2J2, CANADA
(416) 943-6448
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
September 29, 2016
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
 
*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 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. 453415309
 
 SCHEDULE 13D
Page 2 of 8


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Sprott Resource Corp.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
WC
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Canada
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
1,948,304
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
1,948,304
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,948,304
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.2%
  
14
TYPE OF REPORTING PERSON
 
CO
  
 
 
CUSIP No. 453415309
 
 SCHEDULE 13D
Page 3 of 8


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Sprott Resource Partnership
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
WC
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Canada
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
1,948,304
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
1,948,304
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,948,304
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.2%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
CUSIP No. 453415309
 
 SCHEDULE 13D
Page 4 of 8
 
Item 1.  Security and Issuer.
 
This Amendment No. 2 to Schedule 13D, initially filed with the Securities and Exchange Commission on August 21, 2014 and previously amended on August 22, 2016, relates to the shares of Common Stock, par value $0.01 per share (the “Shares”), of Independence Contract Drilling, Inc. (the “Issuer”). The principal executive offices of the Issuer are located at 11601 North Galayda Street, Houston, Texas 77086.
 
Capitalized terms used and not defined in this Amendment No. 2 shall have the meanings ascribed to them in the Statement as previously amended. 
 
Item 2.  Identity and Background.
 
No material change.
 
Item 3.  Source or Amount of Funds or Other Consideration.
 
No material change
 
Item 4.  Purpose of Transaction.
 
No material change


 
CUSIP No. 453415309
 
 SCHEDULE 13D
Page 5 of 8

 
Item 5.  Interest in Securities of the Issuer.
 
Item 5 is hereby amended and restated as follows:
 
(a)  References to percentage ownerships of Shares in this Schedule 13D are based upon the 37,646,398 Shares issued and outstanding, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the Securities Exchange Commission on July 28, 2016.  The Shares reported in this Schedule 13D are owned directly by Sprott Partnership, which is controlled by SRC. SRC is an indirect beneficial owner of the reported securities.  Each of the Reporting Persons specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein. As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of 1,948,304 Shares, constituting approximately 5.2% of the outstanding Shares.
 
(b)  Sprott Partnership has the sole voting power and sole dispositive power with regard to 1,948,304 Shares, and has the shared voting power and shared dispositive power with regard to no additional Shares.  SRC, by virtue of holding all voting partnership units of Sprott Partnership (as disclosed in Item 2), has the sole voting power and sole dispositive power with regard to the 1,948,304 Shares, and has the shared voting power and shared dispositive power with regard to no additional Shares.

 
CUSIP No. 453415309
 
 SCHEDULE 13D
Page 6 of 8
 
 
(c)  Except as previously reported or as set forth in this Item 5(c), or otherwise herein, to the knowledge of the Reporting Persons with respect to the persons named in response to Item 5(a), none of the persons named in response to Item 5(a) has effected any transactions in the Class A Ordinary Shares during the past 60 days.

Between September 19, 2016 and September 30, 2016, Sprott Partnership sold the following Shares set forth in the table below in open market transactions:

Date
Shares Sold
Price Per Share
September 19, 2016
7,956
4.8331
September 20, 2016
609
4.8036
September 21, 2016
112,724
4.8983
September 22, 2016
23,049
4.968
September 23, 2016
25,038
5.0489
September 26, 2016
10,629
4.8857
September 27, 2016
7,500
4.8093
September 28, 2016
140,937
5.0633
September 29, 2016
107,885
5.2342
September 30, 2016  1,147,322  $5.129

 

On August 19, 2016, Sprott Partnership forfeited received 1,228 Shares to satisfy tax withholding obligations with respect to the vesting of restricted shares granted to Mr. Arthur Einav on August 20, 2014.  

(d) Not applicable.
 
(e) Not applicable.
 
Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
No material change.
 
CUSIP No. 453415309
 
 SCHEDULE 13D
Page 7 of 8
 

Item 7.  Material to Be Filed as Exhibits.
 
Exhibit A:
Registration Rights Agreement by and among Independence Contract Drilling, Inc., FBR Capital Markets & Co., Sprott Resource Partnership, Independence Contract Drilling LLC, 4D Global Energy Investments plc and Global Energy Services Operating, LLC, dated March 2, 2012 (incorporated herein by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on June 19, 2014 (File No. 333-196914)).
 
Exhibit B:
Acknowledgement and Registration Rights Agreement, entered into as of July 17, 2014, by and among Independence Contract Drilling, Inc., FBR Capital Markets & Co., Sprott Resource Partnership, Independence Contract Drilling LLC, and Global Energy Services Operating, LLC (incorporated herein by reference to Exhibit 10.22 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 18, 2014 (File No. 333-196914)).
 
Exhibit C:
Letter agreement by and among Independence Contract Drilling, Inc., Independence Contract Drilling LLC, Global Energy Services Operating, LLC, 4D Global Energy Investments plc and Sprott Resource Partnership, dated March 1, 2012 (incorporated herein by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 as confidentially submitted to the Securities and Exchange Commission on May 13, 2014 and publicly filed on June 10, 2014 (File No. 333-196914)).
 
Exhibit D:
Joint filing agreement (filed herewith).
 


 
CUSIP No. 453415309
 
 SCHEDULE 13D
Page 8 of 8
 

 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  September 30, 2016
 
   
Sprott Resource Corp.
   
By: 
 
/s/ Arthur Einav
     
Name: 
Title:  
Arthur Einav
General Counsel, Corporate Secretary and
Managing Director
 
 
   
Sprott Resource Partnership
     
   
By: Sprott Resource Corp.
   
By: 
 
/s/ Arthur Einav
     
Name: 
Title:  
Arthur Einav
General Counsel, Corporate Secretary and
Managing Director
 
EXHIBIT D
to SCHEDULE 13D
 
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(k)(1)
 
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is accurate.

Dated:  September 30, 2016

 
   
Sprott Resource Corp.
   
By: 
 
/s/ Arthur Einav
     
Name: 
Title:  
Arthur Einav
General Counsel, Corporate Secretary and
Managing Director
 
 
   
Sprott Resource Partnership
     
   
By: Sprott Resource Corp.
   
By: 
 
/s/ Arthur Einav
     
Name: 
Title:  
Arthur Einav
General Counsel, Corporate Secretary and
Managing Director