Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]

NUMBER OF

SHARES BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

9,631,354⁽¹⁾

SHARED VOTING POWER

2,187,682⁽²⁾

SOLE DISPOSITIVE POWER

9,631,354⁽¹⁾

SHARED DISPOSITIVE POWER

2,187,682⁽²⁾

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 31)*

Sprott Focus Trust, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

85208J109

(CUSIP Number)

W. Whitney George

c/o Sprott Asset Management USA, Inc.

320 Post Road, Suite 230

Darien, Connecticut 06820

Telephone Number: (203) 656-2432

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 29, 2023

(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. 85208J109		13D		Page 2 of 6 Pages


1		NAME OF REPORTING PERSON W. Whitney George
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS PF; AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

(1)

Includes (i) 199,660 Shares held by Mr. George’s son; (ii) 1,204,279 Shares held by a trust established for the benefit of Mr. George’s children (the “Children’s Trust”); (iii) 96,613 Shares held by a trust established for the benefit of Mr. George’s spouse (the “MG Trust”), of which Mr. George serves as trustee; (iv) 324,777 Shares held by a trust established for the benefit of Mr. George’s immediate family member (the “BM Trust”), of which Mr. George serves as trustee; and (v) 324,777 Shares held by a trust established for the benefit of Mr. George’s immediate family member (the “TM Trust”), of which Mr. George serves as trustee.

(2)	Includes 2,187,682 Shares held by The Meredith and Whitney George Family Foundation, Inc.


CUSIP No. 85208J109		13D		Page 3 of 6 Pages


1		NAME OF REPORTING PERSON Meredith George
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS PF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America


CUSIP No. 85208J109		13D		Page 4 of 6 Pages


1		NAME OF REPORTING PERSON The Meredith and Whitney George Family Foundation, Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


CUSIP No. 85208J109		13D		Page 5 of 6 Pages

This Amendment No. 31 to Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 31”) amends the Statement of Beneficial Ownership on Schedule 13D (as amended, the “Schedule 13D”) filed by the Reporting Persons with respect to the common stock, $0.001 par value per share (the “Shares”), of Sprott Focus Trust, Inc., a diversified closed-end investment company incorporated under the laws of the State of Maryland (the “Issuer”). Capitalized terms used but not defined in this Amendment No. 31 shall have the meanings set forth in the Schedule 13D. The Reporting Persons are filing this Amendment No. 31 to Schedule 13D to report a change in their respective beneficial ownership percentages of the Shares, as indicated in Item 5 below. Except as amended and supplemented by this Amendment No. 31, the Schedule 13D remains unchanged.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended by adding the following:

All Shares being reported as acquired in Item 5(c) of this Amendment No. 31 were acquired pursuant to the Issuer’s dividend reinvestment program. The Reporting Persons also sold 25,600 Shares through the open market during the past 60 days.

Item 5. Interest in Securities of the Issuer.

Items 5(a) and (c) of the Schedule 13D are hereby amended and restated as follows:

(a)

As of the date hereof, the Reporting Persons beneficially own in the aggregate 14,619,977 Shares, which represents approximately 49.2% of the Issuer’s outstanding Shares.

Each percentage ownership of Shares set forth in the Schedule 13D is based on the 29,711,725 Shares reported by the Issuer as outstanding as of June 30, 2023 in the Issuer’s Semi-Annual Certified Shareholder Report (Form N-CSRS) filed with the Securities and Exchange Commission on September 1, 2023.

(c)

The transactions in the Shares by the Reporting Persons during the past 60 days are set forth on Schedule A to this Schedule 13D. Each of these transactions was effected through the open market, other than the acquisition of shares pursuant to the Issuer’s dividend reinvestment program.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and restated as follows:

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Amendment No. 31, which agreement is set forth on the signature page to this Schedule 13D.


CUSIP No. 85208J109		13D		Page 6 of 6 Pages

SIGNATURE

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

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Statement on Schedule 13D with respect to the Shares of the Issuer.


Dated: October 6, 2023	W. Whitney George*

	By:	/s/ W. Whitney George

	Meredith George*

	By:	/s/ Meredith George

	The Meredith and Whitney George Family Foundation, Inc.*

	By:	/s/ W. Whitney George
	Name: W. Whitney George
	Title: Chairman

Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interests therein, and this report shall not be deemed an admission that such person or entity is the beneficial owner of these Shares for purposes of Section 16 of the Exchange Act, or for any other purpose.

Schedule A

Transactions in the Shares During the Past 60 Days:

W. Whitney George


Trade Date	Transaction	Number of Shares Bought/(Sold)			Price Per Share
8/10/2023	Sale		(1,555	)⁽⁴⁾	$	8.151	⁽⁶⁾⁽⁷⁾
8/10/2023	Sale		(1,556	)⁽⁵⁾	$	8.151	⁽⁶⁾⁽⁷⁾
8/16/2023	Sale		(895	)⁽⁴⁾	$	8.016	⁽⁶⁾⁽⁸⁾
8/16/2023	Sale		(894	)⁽⁵⁾	$	8.016	⁽⁶⁾⁽⁸⁾
8/17/2023	Sale		(10,350	)⁽⁴⁾	$	7.9732	⁽⁶⁾⁽⁹⁾
8/17/2023	Sale		(10,350	)⁽⁵⁾	$	7.9732	⁽⁶⁾⁽⁹⁾
9/29/2023	Dividend Reinvestment		89,564	⁽¹⁾	$	7.51

Meredith George

Trade Date

Transaction

Number of Shares
Bought/(Sold)

Price Per
Share

9/29/2023

Dividend Reinvestment

45,423

⁽²⁾

7.51

The Meredith and Whitney George Family Foundation

Trade Date

Transaction

Number of Shares
Bought/(Sold)

Price Per
Share

9/29/2023

Dividend Reinvestment

35,478

⁽³⁾

7.51

(1)

Represents Shares acquired pursuant to the Issuer’s dividend reinvestment program by accounts which W. Whitney George may be deemed to beneficially own (excluding The Meredith and Whitney George Family Foundation, Inc.), including 19,530 Shares acquired by the Children’s Trust, 5,267 Shares acquired by the TM Trust, 5,267 Shares acquired by the BM Trust, 1,566 Shares acquired by the MG Trust, and 3,237 Shares acquired by Mr. George’s son.

(2)	Represents Shares acquired by Meredith George pursuant to the Issuer’s dividend reinvestment program.

(3)	Represents Shares acquired by The Meredith and Whitney George Family Foundation, Inc. pursuant to the Issuer’s dividend reinvestment program.

(4)

Represents Shares sold through the open market for the account of a trust established for the benefit of Mr. George’s immediate family member (the “BM Trust”). Mr. George serves as trustee of the BM Trust and, in such capacity, has investment and voting discretion over shares held by the BM Trust. Mr. George may be deemed to beneficially own the shares held by the BM Trust.

(5)

Represents Shares sold through the open market for the account of a trust established for the benefit of Mr. George’s immediate family member (the “TM Trust”). Mr. George serves as trustee of the TM Trust and, in such capacity, has investment and voting discretion over shares held by the TM Trust. Mr. George may be deemed to beneficially own the shares held by the TM Trust.

(6)

The Reporting Persons hereby undertake to provide, upon request by the Securities and Exchange Commission staff, the issuer, or a stockholder of the issuer, full information regarding the number of Shares purchased at each separate price for all purchases for which the weighted average purchase price of multiple transactions with a range of prices is disclosed.