Unassociated Document

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.  7)*
 
Ivanhoe Mines Ltd.
(Name of Issuer)
 
Common Shares, No Par Value
(Title of Class of Securities)
 
46579N
(CUSIP Number)
 
31 December 2011
(Date of Event Which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 o   Rule 13d-1(b)
 o   Rule 13d-1(c)
 x   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 the disclosures provided in a prior cover page.

The information required in 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. 46579N
 SCHEDULE 13G
Page 2 of 11 Pages


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Robert Martin Friedland
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
N/A
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
American and Canadian
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
101,938,544
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
101,938,544
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
101,938,544
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
N/A
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
13.8%
  
12
TYPE OF REPORTING PERSON
 
IN
  

 
 
 
 
 
 

CUSIP No. 46579N
 SCHEDULE 13G
Page 3 of 11 Pages


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Newstar Holdings SRL
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
N/A
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Barbados
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
78,578,319
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
78,578,319
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
78,578,319
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
N/A
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
10.6%
  
12
TYPE OF REPORTING PERSON
 
OO
  

 
 
 
 
 

CUSIP No. 46579N
 SCHEDULE 13G
Page 4 of 11 Pages


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Newstar Securities SRL
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
N/A
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Barbados
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
78,578,319
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
78,578,319
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
78,578,319
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
N/A
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
10.6%
  
12
TYPE OF REPORTING PERSON
 
OO
  

 
 
 
 
 

CUSIP No. 46579N
 SCHEDULE 13G
Page 5 of 11 Pages


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Australian Bulk Minerals SRL
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
N/A
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Barbados
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
41,689,603
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
41,689,603
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
41,689,603
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
N/A
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.6%
  
12
TYPE OF REPORTING PERSON
 
OO
  

 
 
 
 
 
 

CUSIP No. 46579N
 SCHEDULE 13G
Page 6 of 11 Pages


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Goldamere Holdings SRL
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
N/A
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Barbados
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
41,689,603
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
41,689,603
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
41,689,603
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
N/A
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.6%
  
12
TYPE OF REPORTING PERSON
 
OO
  

 
 
 
 
 

CUSIP No. 46579N
 SCHEDULE 13G
Page 7 of 11 Pages


Pursuant to Rule 13d-2(b) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, the undersigned are hereby amending their Schedule 13G Statement dated December 31, 2010 (the “Schedule 13G”) to reflect certain matters pertaining to Ivanhoe Mines Ltd. (“Ivanhoe”) shares.  Capitalized terms used herein have the meanings ascribed to them in the Schedule 13G.
 
Item 1
    
     
No changes.
  
     
Item 2
    
     
(a)
No changes.
  
     
(b)
Address or Principal Business Office or, if none, Residence:
     
The address of the principal business office of Mr. Friedland is 150 Beach Road #25-03 The Gateway West, Singapore 189720.
     
The address of the principal business office of Newstar Holdings SRL (“Newstar Holdings”), Australian Bulk Minerals SRL (“ABM”), Goldamere Holdings SRL (“Goldamere”) and Newstar Securities SRL (“Newstar Securities”) is Berne Building, Suite 1, The Courtyard, Hastings, Christ Church, Barbados 14038.
     
(c)
Citizenship:
     
 
(i)
Robert Martin Friedland – American and Canadian
 
(ii)
Newstar Holdings – Barbados
 
(iii)
Newstar Securities – Barbados
 
(iv)
ABM – Barbados
 
(v)
Goldamere – Barbados
     
(d)
Title of Class of Securities:
     
No changes.
  
     
(e)
CUSIP Number:
     
No changes.
  
     
Item 3
    
     
No changes.
  
     
 
 
 
 
 
 

CUSIP No. 46579N
 SCHEDULE 13G
Page 8 of 11 Pages

 
Item 4.
Ownership
     
All ownership percentages and amounts reported herein reflect the beneficial ownership of Robert Martin Friedland, Newstar Holdings, Newstar Securities, ABM and Goldamere as of December 31, 2011.
     
(a)
Amount Beneficially Owned:
     
Goldamere directly beneficially owns an aggregate of 41,689,603 common shares of Ivanhoe (“Shares”).  ABM may be deemed to beneficially own an aggregate of 41,689,603 Shares as a result of its voting and dispositive power over 41,689,603 Shares beneficially owned by Goldamere, its wholly-owned subsidiary.  Newstar Securities may be deemed to beneficially own an aggregate of 78,578,319 Shares as a result of its voting and dispositive power over 41,689,603 Shares beneficially owned by ABM, its wholly owned subsidiary, in addition to the 36,888,716 Shares owned directly by it.  Newstar Holdings may be deemed to beneficially own an aggregate of 78,578,319 Shares as a result of its owning all of the stock of Newstar Securities.  Mr. Friedland may be deemed to beneficially own an aggregate of 101,938,544 Shares as a result of his voting and dispositive power over 78,578,319 Shares beneficially owned by Newstar Holdings, his wholly-owned subsidiary in addition to the 23,360,225 Shares owned directly by him, of which 577,804 are stock options exercisable into Shares within the next 60 days.
     
(b)
Percent of class:
     
Mr. Friedland may be deemed to beneficially own approximately 13.8% of the Shares.  Newstar Holdings and Newstar Securities may be deemed to beneficially own approximately 10.6% of the Shares.  ABM and Goldamere may be deemed to beneficially own approximately 5.6% of the Shares.
     
(c)
Number of shares as to which such person has sole and shared power to direct the vote and sole and shared power to direct the disposition of:
     
Goldamere may be deemed to have sole power to direct the voting and disposition of the 41,689,603 Shares it beneficially owns.  ABM may be deemed to have sole power to direct the voting and disposition of the 41,689,603 Shares beneficially owned by Goldamere, its wholly-owned subsidiary.  Newstar Securities may be deemed to have sole power to direct the voting and disposition of the 41,689,603 Shares beneficially owned by ABM, its wholly owned subsidiary, in addition to the 36,888,716 Shares owned directly by it.  Newstar Holdings may be deemed to have sole power to direct the voting and disposition of the 78,578,319 Shares beneficially owned by Newstar Securities, its wholly-owned subsidiary.  Mr. Friedland may be deemed to have sole power to direct the voting and disposition of the 78,578,319 Shares beneficially owned by Newstar Holdings, his wholly-owned company, in addition to the 23,360,225 Shares owned directly by him, 577,804 of which are stock options exercisable into Shares within the next 60 days.
     
 
 
 
 
 
 

CUSIP No. 46579N
 SCHEDULE 13G
Page 9 of 11 Pages
 
 
Item 5.
 
No changes.
 
Item 6.
 
No changes.
 
Item 7.
 
No changes.
 
Item 8.
 
No changes.
 
Item 9.
 
No changes.
 
Item 10.
 
No changes.
 
 
 
 
 
 
 

CUSIP No. 46579N
 SCHEDULE 13G
Page 10 of 11 Pages
 
 
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.
 
Dated as of February 13, 2012
 
 
  /s/ Robert Martin Friedland  
  Robert Martin Friedland  
     
     
  NEWSTAR HOLDINGS SRL  
       
 
By:
/s/ Robert Martin Friedland  
    Name:  Robert Martin Friedland  
    Title:    President   
       
 
  NEWSTAR SECURITIES SRL  
       
 
By:
/s/ Robert Martin Friedland  
    Name:  Robert Martin Friedland  
    Title:    President  
       

 
  AUSTRALIAN BULK MINERALS SRL  
       
 
By:
/s/ Robert Martin Friedland  
    Name:  Robert Martin Friedland  
    Title:    President  
       

 
  GOLDAMERE HOLDINGS SRL  
       
 
By:
/s/ Robert Martin Friedland  
    Name:  Robert Martin Friedland  
    Title:    President  
       

 
 
 
 
 
 

CUSIP No. 46579N
 SCHEDULE 13G
Page 11 of 11 Pages
 
 
Exhibit Index
 
Exhibit 1.
Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.  (Previously filed.)