Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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CUSIP No. 835426107
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13G/A
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1
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NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Frigate Ventures LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Texas
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
4,143,056
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
4,143,056
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,143,056
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
7.4% **
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12
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TYPE OF REPORTING PERSON*
IA, PN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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2
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CUSIP No. 835426107
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13G/A
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1
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NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Admiralty Advisors LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Texas
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
4,143,056
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
4,143,056
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,143,056
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
7.4% **
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12
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TYPE OF REPORTING PERSON*
HC, OO
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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3
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CUSIP No. 835426107
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13G/A
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1
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NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Bruce R. Winson
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States Citizen
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
4,143,056
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
4,143,056
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,143,056
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
7.4% **
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12
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TYPE OF REPORTING PERSON*
HC, IN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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4
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CUSIP No. 835426107
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13G/A
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1
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NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
M5V Advisors Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Ontario, Canada
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
4,143,056
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
4,143,056
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,143,056
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
7.4% **
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12
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TYPE OF REPORTING PERSON*
CO
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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5
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CUSIP No. 835426107
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13G/A
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1
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NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Adam Spears
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Canadian Citizen
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
4,143,056
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
4,143,056
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,143,056
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
7.4% **
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12
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TYPE OF REPORTING PERSON*
IN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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6
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CUSIP No. 835426107
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13G/A
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1
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NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Moez Kassam
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Canadian Citizen
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
4,143,056
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
4,143,056
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,143,056
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES*
¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
7.4% **
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12
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TYPE OF REPORTING PERSON*
IN
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*
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SEE INSTRUCTIONS BEFORE FILLING OUT
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7
SCHEDULE 13G/A
This Amendment No. 1 (this “Amendment”) to Schedule 13G (the “Schedule 13G”) is being filed on behalf of Frigate
Ventures LP, a Texas limited partnership (“Frigate”), Admiralty Advisors LLC, a Texas limited liability company (“Admiralty”), Mr. Bruce R. Winson, the principal of Frigate and Admiralty, M5V Advisors Inc., an Ontario,
Canada corporation (“M5V”), Mr. Adam Spears, a director of M5V, and Mr. Moez Kassam, a director of M5V, relating to Common Shares (the “Common Shares”) of Sonde Resources Corp., an Alberta, Canada corporation (the
“Issuer”).
This Amendment relates to Common Shares of the Issuer purchased by a private fund to which Frigate and M5V serve as
co-investment advisors (the “Fund”). Frigate and M5V serve as co-investment advisors to the Fund and may direct the vote and disposition of the 4,143,056 Common Shares held by the Fund. As the general partner of Frigate, Admiralty may
direct the vote and disposition of the 4,143,056 Common Shares held by the Fund. As the principal of Frigate and Admiralty, Mr. Winson may direct the vote and disposition of the 4,143,056 Common Shares held by the Fund. As directors of M5V,
Mr. Kassam and Mr. Spears may each direct the vote and disposition of the 4,143,056 Common Shares held by the Fund.
This
Amendment amends and restates the Schedule 13G as set forth below.
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Item 1(a)
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Name of Issuer.
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Sonde Resources Corp.
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Item 1(b)
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Address of Issuer’s Principal Executive Offices.
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Suite 3200, 500-4th Avenue SW
Calgary, Alberta, Canada
T2P 2V6
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Item 2(a)
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Name of Person Filing.
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Frigate Ventures LP (“Frigate”), Admiralty Advisors
LLC (“Admiralty”), Mr. Bruce R. Winson, M5V Advisors Inc. (“M5V”), Mr. Adam Spears and Mr. Moez Kassam
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Item 2(b)
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Address of Principal Business Office, or, if none, Residence.
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For Frigate, Admiralty
and Mr. Winson:
5950 Berkshire Lane, Suite 210
Dallas, Texas 75225
For M5V,
Mr. Spears and Mr. Kassam:
111 Peter Street, Suite 904
8
Toronto, ON
M5V 2H1
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Item 2(c)
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Citizenship or Place of Organization.
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Frigate is a limited partnership organized under
the laws of the State of Texas. Admiralty is a limited liability company organized under the laws of the State of Texas. Mr. Winson is a United States citizen. M5V is a corporation organized under the laws of Ontario, Canada. Mr. Spears
and Mr. Kassam are each Canadian citizens.
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Item 2(d)
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Title of Class of Securities.
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Common Shares (the “Common Shares”).
835426107
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether
the person filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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¨
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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¨
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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x
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An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with §240.13d- 1(b)(1)(ii)(F).
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(g)
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x
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A parent holding company or control person in accordance with §240.13d- 1(b)(1)(ii)(G).
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(h)
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¨
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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¨
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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).
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9
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(j)
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¨
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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(a)
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Frigate, Admiralty, Mr. Winson, M5V, Mr. Spears and Mr. Kassam are the beneficial owners of 4,143,056 Common Shares held by the Fund.
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(b)
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Frigate, Admiralty, Mr. Winson, M5V, Mr. Spears and Mr. Kassam are the beneficial owners of 7.4% of the outstanding Common Shares. This percentage is determined by dividing 4,143,056 by 56,071,301, the
number of Common Shares issued and outstanding as of December 31, 2013, as reported in the Issuer’s Form 6-K EX-99.1 filed on December 4, 2013.
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(c)
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Frigate and M5V, as the co-investment advisors to the Fund, may direct the vote and disposition the 4,143,056 Common Shares held by the Fund. Admiralty, as the general partner of Frigate, may direct the vote and
disposition the 4,143,056 Common Shares held by the Fund. As the principal of Frigate and Admiralty, Mr. Winson may direct the vote and disposition of the 4,143,056 Common Shares held by the Fund. Mr. Spears and Mr. Kassam, each as a
director of M5V, may direct the vote and disposition the 4,143,056 Common Shares held by the Fund.
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Item 5
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Ownership of Five Percent or Less of a Class.
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Inapplicable.
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Item 6
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Ownership of More Than Five Percent on Behalf of Another Person.
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Inapplicable.
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Item 7
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
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Inapplicable.
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Item 8
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Identification and Classification of Members of the Group.
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Inapplicable.
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Item 9
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Notice of Dissolution of Group.
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Inapplicable.
10
For Frigate, Admiralty and Mr. Winson:
By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred
to above were acquired and held in the ordinary course of business and were not acquired and were not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that purpose or effect.
For the M5V, Mr. Spears and
Mr. Kassam:
By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief,
the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
11
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.
Date: February 10, 2014
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FRIGATE VENTURES LP
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By:
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Admiralty Advisors LLC, its general partner
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By:
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/s/ Bruce R. Winson
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Bruce R. Winson
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Manager
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ADMIRALTY ADVISORS LLC
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By:
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/s/ Bruce R. Winson
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Bruce R. Winson
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Manager
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/s/ Bruce R. Winson
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Bruce R. Winson
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M5V ADVISORS INC.
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By:
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/s/ Adam Spears
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Adam Spears
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Director
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By:
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/s/ Moez Kassam
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Moez Kassam
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Director
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/s/ Adam Spears
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Adam Spears
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/s/ Moez Kassam
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Moez Kassam
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12
