1
|
Name
of Reporting Persons.
I.R.S.Identification
Nos. of above persons (entities only).
IAMGOLD
Corporation
|
||
2
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
x
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||
3
|
SEC Use
Only
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||
4
|
Source
of Funds (See Instructions)
WC
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||
5
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
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||
6
|
Citizenship
or Place of Organization
Canada
|
||
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7
|
Sole
Voting Power
71,428,571(1)
|
|
8
|
Shared
Voting Power
30,009,037(2)
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||
9
|
Sole
Dispositive Power
71,428,571(1)
|
||
10
|
Shared
Dispositive Power
|
||
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
101,437,608(3)
|
||
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
||
13
|
Percent
of Class Represented by Amount in Row (11)
22.9%(4)
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||
14
|
Type
of Reporting Person (See Instructions)
CO
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(1)
|
Represents
common shares of Orezone Resources Inc. (“Orezone”) that
IAMGOLD Corporation (“IAMGOLD”) has
acquired by way of a private placement in accordance with the Arrangement
Agreement.
|
(2)
|
Represents
common shares of Orezone that are subject to separate lock-up agreements,
described below, each dated December 10, 2008, between IAMGOLD and each of
Ronald Little, Michael Halvorson, Paul Carmel, David Netherway, Alain
Krushinsky, Pascal Marquis, Gregory Bowes, Niel Marotta, Sean Homuth,
Charles Taschereau, and MinQuest Fund I, L.P. (together, the “Shareholders”)
regarding shares beneficially owned or deemed to be beneficially owned by
the Shareholders (the “Lock-up
Agreements”). This Schedule 13D shall not be construed as an
admission by IAMGOLD that IAMGOLD is, for the purposes of
Section 13(d) of the Act, the beneficial owner of any of the common
shares of Orezone covered by the Lock-up
Agreements.
|
(3)
|
Includes
30,009,037 common shares of Orezone beneficially owned or deemed to be
beneficially owned by the Shareholders and subject to the Lock-up
Agreements.
|
(4)
|
Based
on 357,840,938 common shares of Orezone outstanding as represented by
Orezone in the Arrangement Agreement, described below, and assuming the
issuance of 13,002,308 common shares of Orezone issuable upon exercise of
a convertible debenture held by a Shareholder and upon the exercise of
options held by the Shareholders and the issuance of 71,428,571 common
shares of Orezone pursuant to the Private Placement, as described
below.
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Item 4.
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Purpose
of the Transaction
|
Item 5.
|
Interest
in Securities of the Issuer
|
IAMGOLD Corporation | |||
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By:
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/s/ Larry Phillips | |
Name: Larry Phillips | |||
Title: Senior Vice President Corporate Affairs and Corporate Secretary | |||
Name
|
Number
of Common
Shares
Benfically
Owned
|
Percentage
of
Common
Shares
Beneficially
Owned
|
|
Directors
|
|||
William
D. Pugliese
|
—
|
—
|
|
Derek
Bullock
|
—
|
—
|
|
John
E. Caldwell
|
—
|
—
|
|
Donald
K. Charter
|
—
|
—
|
|
Joseph
F. Conway
|
—
|
—
|
|
W.
Robert Dengler
|
—
|
—
|
|
Guy
G. Dufresne
|
—
|
—
|
|
Jean-André
Élie
|
—
|
—
|
|
Stephen
Freedhoff
|
—
|
—
|
|
Peter
C. Jones
|
—
|
—
|
|
Mahendra
Naik
|
—
|
—
|
|
John
Shaw
|
—
|
—
|
|
Executive
Officers
|
|||
Joseph
F. Conway
|
—
|
—
|
|
Carol
Banducci
|
—
|
—
|
|
Michael
Donnelly
|
—
|
—
|
|
Ross
Gallinger
|
—
|
—
|
|
John
McCombe
|
—
|
—
|
|
Denis
Miville-Deschênes
|
—
|
—
|
|
Paul
B. Olmsted
|
—
|
—
|
|
Larry
E. Phillips
|
—
|
—
|
|
P.
Gordon Stothart
|
—
|
—
|
|
Janet
Wilkinson
|
—
|
—
|
|
Brian
Chandler
|
—
|
—
|