Statement of Beneficial Ownership (sc 13d)
13 Febbraio 2014 - 8:07PM
Edgar (US Regulatory)
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
EMC Metals Corp.
(Name of Issuer)
Common Shares
(Title of Class of
Securities)
268665106
(CUSIP Number)
Kudu Partners, L.P.
2310 N. Molter Road, Suite 309
Liberty Lake, WA 99019
(509) 207-3000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
March 14, 2013
(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. [ ]
Note:
Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See
§240.13d -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 (“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.: 268665106
(1)
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Names of Reporting Persons
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Kudu Partners, L.P.
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(2)
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Check the Appropriate Box if a Member of a Group (See
Instructions)
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(a) [ ]
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(b) [ ]
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(3)
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SEC Use Only
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(4)
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Source of Funds
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WC
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(5)
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Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
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[ ]
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(6)
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Citizenship or Place of Organization
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Delaware
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Number of Shares Beneficially Owned by Each Reporting
Person With:
(7)
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Sole Voting Power:
0
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(8)
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Shared Voting Power:
31,886,166 common
shares
(1)(2)
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(9)
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Sole Dispositive Power:
0
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(10)
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Shared Dispositive Power:
31,886,166 common
shares
(1)(2)
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(11)
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Aggregate Amount Beneficially Owned by Each
Reporting Person
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31,886,166 common
shares
(1)(2)
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(1)
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31,886,166 common shares are owned by Kudu Partners,
L.P. William Lupien, managing member of Kudu Partners, L.P., has
dispositive and voting power over these shares.
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(2)
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Includes beneficial ownership of 5,000,000 common
shares which may be acquired on conversion of convertible
notes.
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(12)
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Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
[ ]
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(13)
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Percent of Class Represented by Amount in Row
(11)
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18.7%
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(14)
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Type of Reporting Person (See Instructions)
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OO
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CUSIP No.: 268665106
(1)
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Names of Reporting Persons
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William Lupien
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(2)
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Check the Appropriate Box if a Member of a Group (See
Instructions)
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(a) [ ]
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(b) [ ]
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(3)
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SEC Use Only
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(4)
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Source of Funds
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PF
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(5)
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Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
[ ]
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(6)
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Citizenship or Place of Organization
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United States
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Number of Shares Beneficially Owned by Each Reporting
Person With:
(7)
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Sole Voting Power:
0
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(8)
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Shared Voting Power:
31,886,166 common
shares
(1)(2)
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(9)
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Sole Dispositive Power:
0
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(10)
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Shared Dispositive Power:
31,886,166 common
shares
(1)(2)
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(11)
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Aggregate Amount Beneficially Owned by Each
Reporting Person
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31,886,166 common
shares
(1)(2)
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(1)
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31,886,166 common shares are owned by Kudu Partners,
L.P. William Lupien, managing member of Kudu Partners, L.P., has
dispositive and voting power over these shares.
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(2)
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Includes beneficial ownership of 5,000,000 common
shares which may be acquired on conversion of convertible
notes.
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(12)
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Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
[ ]
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(13)
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Percent of Class Represented by Amount in Row
(11)
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18.7%
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(14)
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Type of Reporting Person (See Instructions)
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IN
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Item 1
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Security and Issuer
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This statement relates to the common
stock of EMC Metals Corp. (the “Issuer”) having its principal executive office
at 1430 Greg Street, Suite 501, Sparks, Nevada, 89431.
Item 2
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Identity and Background
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This Statement is filed by Kudu
Partners, L.P. and William Lupien (the “Reporting Persons”). William Lupien is
the managing member of Kudu Partners, L.P. and has voting and dispositive power
with respect to shares owned by Kudu Partners, L.P.
Kudu Partners, L.P. is a limited
partnership. The address of its principal office is 2310 N. Molter Road, Suite
309, Liberty Lake, Washington, 99019. It is a pooled investment hedge fund.
William Lupien is a citizen of the
United States of America. Mr. Lupien is a businessman residing at 6323 E. Dewey
Drive, Coeur d’Alene, Idaho, 83814.
During the five years prior to the
date hereof, none of the Reporting Persons have been convicted in a criminal
proceeding or have been 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.
Item 3
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Source and Amount of Funds or Other
Consideration
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On March 14, 2013, Kudu Partners, L.P.
purchased $250,000 of convertible debentures of the Issuer, each convertible
debenture being convertible into common shares of the Issuer at a conversion
price of $0.05 per share until February 22, 2014.
Item 4.
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Purpose of Transaction
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Kudu Partners, L.P. acquired the
convertible debentures for investment purposes.
Depending on market conditions, its
continuing evaluation of the business and prospects of the Issuer and other
factors, the Reporting Persons may dispose of or acquire additional shares of
the Issuer. Except as set forth above, the Reporting Persons do not have any
present plans which relate to or would result in:
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(a)
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The acquisition by any person of additional securities of
the Issuer, or the disposition of securities of the Issuer;
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(b)
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An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
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(c)
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A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
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(d)
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Any change in the present board of directors or
management of the Issuer, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies on the
board;
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(e)
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Any material change in the present capitalization or
dividend policy of the Issuer;
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(f)
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Any other material change in the Issuer’s business or
corporate structure;
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(g)
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Changes in the Issuer’s charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
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(h)
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Causing a class of securities of the Issuer to be
delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association;
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(i)
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A class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934; or
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(j)
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Any action similar to any of those enumerated
above.
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Item 5
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Interest in Securities of the Issuer
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(a)
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Kudu Partners, L.P. holds 26,886,166 common shares of the
Issuer and may acquire an additional 5,000,000 common shares of the Issuer
on conversion of convertible notes, representing in the aggregate 18.7% of
the issued and outstanding shares of the Issuer (based on the Issuer's
quarterly report on Form 10-Q filed with the Securities and Exchange
Commission on November 14, 2013). William Lupien, managing member of Kudu
Partners, L.P., has dispositive and voting power over these
shares.
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(b)
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Regarding the number of shares as to which such person
has:
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(i)
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sole power to vote or to direct the vote: See line 7 of
cover sheets
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(ii)
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shared power to vote or to direct the vote: See line 8 of
cover sheets
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(iii)
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sole power to dispose or to direct the disposition: See
line 9 of cover sheets.
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(iv)
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shared power to dispose or to direct the disposition: See
line 10 of cover sheets
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(c)
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None of the Reporting Persons have effected any
transaction in the common stock of the Issuer during the last 60
days.
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(d)
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No other person is known to have the right to receive or
the power to direct the receipt of dividends from, or any proceeds from
the sale of, shares beneficially owned by any of the Reporting
Persons.
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(e)
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Not applicable.
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Item 6.
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Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer
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None.
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Item 7.
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Material to be Filed as Exhibits
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A.
Joint Filing Agreement
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.
February 13,
2014
Date
KUDU PARTNERS, L.P.
By:
/s/
William
Lupien
William
Lupien, Managing Member
By:
/s/ William
Lupien
WILLIAM LUPIEN
Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934, as amended, each of the undersigned Reporting Persons
hereby agrees to the joint filing, along with all other such Reporting Persons,
on behalf of each of them of a statement on Schedule 13G (including amendments
thereto) with respect to the common shares of EMC Metals Corp., and that this
Agreement be included as an Exhibit to such joint filing. This Agreement may be
executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, each of the undersigned hereby executes
this Agreement as of this 13
th
day of February, 2014.
KUDU PARTNERS, L.P.
By:
/s/ William
Lupien
William
Lupien, Managing Member
By:
/s/ William
Lupien
WILLIAM
LUPIEN
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