CUSIP No. 487275109
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Beutel, Goodman & Company Ltd.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
Canada.
5. Sole Voting Power
5,160,100
6. Shares Beneficially by Shared Voting Power
0
7. Owned by Each Reporting Sole Dispositive Power:
5,457,500
8. Person With Shared Dispositive Power
0
9. Aggregate Amount Beneficially Owned by
Each Reporting Person
5,457,500
10. Check if the Aggregate Amount in Row (9)
Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by
Amount in Row (9)
6.42 %
12. Type of Reporting Person (See Instructions)
1A
Page 2 of 6 pages
INSTRUCTIONS FOR SCHEDULE 13G
Instructions for Cover Page
(l) Names and I.R.S. Identification Numbers of Reporting
Persons Furnish the full legal name of each person for whom
the report is filed i.e., each person required to sign the
schedule itself including each member of a group. Do not
include the name of a person required to be identified in
the report but who is not a reporting person. Reporting
persons that are entities are also requested to furnish
their I.R.S. identification numbers, although disclosure
of such numbers is voluntary, not mandatory (see SPECIAL
INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G below).
(2) If any of the shares beneficially owned by a reporting
person are held as a member of a group and that membership
is expressly affirmed, please check row 2(a). If the
reporting person disclaims membership in a group or
describes a relationship with other persons but does not
affirm the existence of a group, please check row 2(b)
[unless it is a joint filing pursuant to Rule 13d-1(k)(1)
in which case it may not be necessary to check row 2(b)].
(3) The third row is for SEC internal use; please leave
blank.
(4) Citizenship or Place of Organization Furnish citizenship
if the named reporting person is a natural person. Otherwise,
furnish place of organization.
(5)-(9), (11) Aggregate Amount Beneficially Owned By Each
Reporting Person, Etc. Rows (5) through (9) inclusive, and
(11) are to be completed in accordance with the provisions
of Item 4 of Schedule 13G. All percentages are to be rounded
off to the nearest tenth (one place after decimal point).
(10) Check if the aggregate amount reported as beneficially
owned in row (9) does not include shares as to which beneficial
ownership is disclaimed pursuant to Rule 13d-4 (17 CFR 240.13d-4]
under the Securities Exchange Act of 1934.
(12) Type of Reporting Person Please classify each reporting
person according to the following breakdown (see Item 3 of
Schedule 13G) and place the appropriate symbol on the form:
Category Symbol
Broker Dealer BD
Bank BK
Insurance Company IC
Investment Company IV
Investment Adviser IA
Employee Benefit Plan, Pension Fund,
or Endowment Fund EP
Parent Holding Company/Control Person HC
Savings Association SA
Church Plan CP
Corporation CO
Partnership PN
Individual IN
Other OO
Notes:
Attach as many copies of the second part of the cover
page as are needed, one reporting person per page.
Filing persons may, in order to avoid unnecessary duplication,
answer items on the schedules (Schedule 13D, 13G or 14D-1)
by appropriate cross references to an item or items on the
cover page(s). This approach may only be used where the cover
page item or items provide all the disclosure required by the
schedule item. Moreover, such a use of a cover page item will
result in the item becoming a part of the schedule and
accordingly being considered as filed for purposes of
Section 18 of the Securities Exchange Act or otherwise
subject to the liabilities of that section of the Act.
Reporting persons may comply with their cover page filing
requirements by filing either completed copies of the blank
forms available from the Commission, printed or typed facsimiles,
or computer printed facsimiles, provided the documents filed have
identical formats to the forms prescribed in the Commissions
regulations and meet existing Securities Exchange Act rules as
to such matters as clarity and size (Securities Exchange Act
Rule 12b-12).
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Sections 13(d), 13(g), and 23 of the Securities Exchange
Act of 1934 and the rules and regulations thereunder, the
Commission is authorized to solicit the information required
to be supplied by this schedule by certain security holders of
certain issuers.
Page 3 of 6 pages
Disclosure of the information specified in this schedule is
mandatory, except for I.R.S. identification numbers, disclosure
of which is voluntary. The information will be used for the
primary purpose of determining and disclosing the holdings of
certain beneficial owners of certain equity securities. This
statement will be made a matter of public record. Therefore,
any information given will be available for inspection by any
member of the public.
Because of the public nature of the information, the Commission
can use it for a variety of purposes, including referral to other
governmental authorities or securities self-regulatory organizations
for investigatory purposes or in connection with litigation involving
the Federal securities laws or other civil, criminal or regulatory
statutes or provisions. I.R.S. identification numbers, if furnished,
will assist the Commission in identifying security holders and,
therefore, in promptly processing statements of
beneficial ownership of securities.
Failure to disclose the information requested by this schedule,
except for I.R.S. identification numbers, may result in civil or
criminal action against the persons involved for violation of the
Federal securities laws and rules promulgated thereunder.
GENERAL INSTRUCTIONS
A. Statements filed pursuant to Rule 13d-1(b) containing the
information required by this schedule shall be filed not later
than February 14 following the calendar year covered by the
statement or within the time specified in Rules 13d-1(b)(2) and
13d-2(c). Statements filed pursuant to Rule 13d-1(c) shall be filed
within the time specified in Rules 13d-1(c), 13d-2(b) and 13d-2(d).
Statements filed pursuant to Rule 13d-1(d) shall be filed not later
than February 14 following the calendar year covered by the statement
pursuant to Rules 13d-1(d) and 13d-2(b).
B. Information contained in a form which is required to be filed by
rules under section 13(f) (15 U.S.C. 78m(f)) for the same calendar
year as that covered by a statement on this schedule may be
incorporated by reference in response to any of the items of this
schedule. If such information is incorporated by reference in this
schedule, copies of the relevant pages of such form shall be filed
as an exhibit to this schedule.
C. The item numbers and captions of the items shall be included
but the text of the items is to be omitted. The answers to the
items shall be so prepared as to indicate clearly the coverage of
the items without referring to the text of the items. Answer
every item. If an item is inapplicable or the answer is in the
negative, so state.
Item 1.
(a) Name of Issuer:
Keegan Resources Inc.
(b) Address of Issuers Principal Executive Offices:
600 - 1199 West Hastings Street,
Vancouver, British Columbia,
Canada, V6E 3T5
Item 2.
(a) Name of Person Filing:
Beutel, Goodman & Company Ltd.
(b) Address of Principal Business Office or,
if none, Residence:
20 Eglinton Ave. W.,
Toronto, Ontario, M4R 1K8, Canada
(c) Citizenship:
Incorporated under the Laws of Canada
(d) Title of Class of Securities:
Common stock
(e) CUSIP Number:
487275109
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); X
(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)(1)(ii)(G);
(h) A savings associations 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 of 1940 (15 U.S.C. 80a-3);
Page 4 of 6 pages
(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. AS AT DECEMBER 31, 2012.
(a) Amount beneficially owned: 5,457,500
(b)Percent of class: 6.42 %
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 5,160,000
(ii) Shared power to vote or to direct the vote 0.
(iii) Sole power to dispose or to direct the disposition
of 5,457,500
(iv) Shared power to dispose or to direct the disposition of 0.
All of the shares reported in the statement are owned by
investment advisory clients of Beutel Goodman. In its role as
investment adviser, Beutel Goodman has voting power with respect
to these shares indicated above.
Instruction. For computations regarding securities which represent
a right to acquire an underlying security see
240.13d-3(d)(1).
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
Instruction: Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the
sale of, such securities, a statement to that effect should be
included in response to this item and, if such interest relates
to more than five percent of the class, such person should be
identified. A listing of the shareholders of an investment company
registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
If a parent holding company has filed this schedule, pursuant to
Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach
an exhibit stating the identity and the Item 3 classification of
the relevant subsidiary. If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an
exhibit stating the identification of the relevant subsidiary.
Item 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to 240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity
and Item 3 classification of each member of the group. If a group has
filed this schedule pursuant to 240.13d-1(c) or 240.13d-1(d),
attach an exhibit stating the identity of each member of the group.
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings
with respect to transactions in the security reported on will be filed,
if required, by members of the group, in their individual
capacity. See Item 5.
Item 10. Certification
(a) The following certification shall be included if the statement is
filed pursuant to 240.13d-1(b):
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