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    Amendment: SEC Form SCHEDULE 13D/A filed by A-Mark Precious Metals Inc.

    3/4/25 11:03:17 AM ET
    $AMRK
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    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13D

    Under the Securities Exchange Act of 1934

    (Amendment No. 3)


    A-MARK PRECIOUS METALS, INC.

    (Name of Issuer)


    Common Stock, Par Value $0.01 Per Share

    (Title of Class of Securities)


    00181T107

    (CUSIP Number)


    Gregory N. Roberts
    Inc. 2121 Rosecrans Ave., Suite 6300,
    El Segundo, CA, 90245
    (310) 587-1477

    (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
    02/28/2025

    (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. Checkbox not checked

    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).






    SCHEDULE 13D

    CUSIP No.
    00181T107


    1 Name of reporting person

    Gregory N. Roberts
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    PF, AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    877,002.00
    8Shared Voting Power

    1,847,192.00
    9Sole Dispositive Power

    877,002.00
    10Shared Dispositive Power

    1,847,192.00
    11Aggregate amount beneficially owned by each reporting person

    2,724,194.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    10.7 %
    14Type of Reporting Person (See Instructions)

    IN



    SCHEDULE 13D

    CUSIP No.
    00181T107


    1 Name of reporting person

    William A. Richardson
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    PF, AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    1,164,217.00
    8Shared Voting Power

    1,847,192.00
    9Sole Dispositive Power

    1,164,217.00
    10Shared Dispositive Power

    1,847,192.00
    11Aggregate amount beneficially owned by each reporting person

    3,011,409.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    12.2 %
    14Type of Reporting Person (See Instructions)

    IN



    SCHEDULE 13D

    CUSIP No.
    00181T107


    1 Name of reporting person

    Silver Bow Ventures, LLC
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    WC
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    NEVADA
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    1,847,192.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    1,847,192.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    1,847,192.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    7.5 %
    14Type of Reporting Person (See Instructions)

    OO



    SCHEDULE 13D

    Item 1.Security and Issuer
    (a)Title of Class of Securities:

    Common Stock, Par Value $0.01 Per Share
    (b)Name of Issuer:

    A-MARK PRECIOUS METALS, INC.
    (c)Address of Issuer's Principal Executive Offices:

    2121 ROSECRANS AVENUE, Suite 6300,, EL SEGUNDO, CALIFORNIA , 90245.
    Item 1 Comment:
    This Amendment No. 3 to Schedule 13D (the "Amendment") relates to the common stock, par value $0.01 per share (the "Common Stock"), of A-Mark Precious Metals, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 2121 Rosecrans Ave., Suite 6300, El Segundo, CA 90245. This Amendment amends the Schedule 13D first filed with the Securities and Exchange Commission on March 21, 2014 (the "Schedule 13D"), which was then amended by a filing of Amendment No. 1 to Schedule 13D on March 25, 2014 ("Amendment No. 1") and further amended by a filing of Amendment No. 2 to Schedule 13D on May 27, 2021 ("Amendment No. 2"). Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings assigned to them in the Schedule 13D and Amendments No. 1 and No. 2.
    Item 2.Identity and Background
    (a)
    (a) This Amendment is being filed by Gregory N. Roberts, William A. Richardson and Silver Bow Ventures, LLC (collectively the "Reporting Persons").
    (b)
    (b) The address of Gregory N. Roberts, William A. Richardson and Silver Bow Ventures, LLC is c/o A-Mark Precious Metals, Inc., 2121 Rosecrans Ave., Suite 6300, El Segundo, CA 90245.
    (c)
    (c) The principal occupation of Gregory N. Roberts is Chief Executive Officer of the Issuer. The principal occupation of William A. Richardson is Chief Executive Officer of W.A. Richardson Builders, LLC. The principal business of Silver Bow Ventures, LLC is the investment in securities. Gregory N. Roberts and William A. Richardson each owns fifty percent of the outstanding membership interests in Silver Bow Ventures, LLC.
    (d)
    (d)-(e) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or 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.
    (e)
    (f) Each of Gregory N. Roberts and William A. Richardson is a citizen of the United States. Silver Bow Ventures, LLC is a limited liability company formed under the laws of the State of Nevada.
    Item 3.Source and Amount of Funds or Other Consideration
     
    This Amendment reports recent transactions in the Issuer's Common Stock involving the personal funds of Mr. Roberts and Mr. Richardson and the working capital of Silver Bow Ventures, LLC. Information in Item 3 in the Schedule 13D and Amendment Nos. 1 and 2, and Item 4 below, is incorporated herein by reference.
    Item 4.Purpose of Transaction
     
    The securities of the Issuer acquired by each of the Reporting Persons, as described in this Amendment, were acquired for investment purposes. On February 28, 2025, Spectrum Group International, Inc. ("SGI") merged with a subsidiary of the Issuer, in which transaction the holders of common stock of SGI received, as partial consideration, shares of Issuer Common Stock. The shares of Issuer Common Stock issued as consideration in the merger were valued at $27.51 per share. The Reporting Persons acquired beneficial ownership of Issuer Common Stock as merger consideration for their surrender of their SGI common stock as follows: Gregory N. Roberts 32,340 Issuer shares directly 289,316 Issuer shares through Silver Bow Ventures, LLC William A. Richardson 291,783 Issuer shares directly 289,316 Issuer shares through Silver Bow Ventures, LLC Silver Bow Ventures, LLC 289,316 Issuer shares In connection with the merger, the Reporting Persons have rights to acquire additional shares if and to the extent that the Issuer is not indemnified for breaches by SGI of its representations and covenants under the merger agreement in specified periods following the merger, as follows: Gregory N. Roberts 20,224 shares William A. Richardson 40,621 shares Silver Bow Ventures, LLC 20,224 shares These rights to acquire Issuer shares are not currently exercisable and will not become exercisable within 60 days of the filing date of this Amendment. Silver Bow Ventures, LLC surrendered shares of SGI common stock representing 18.7% of the outstanding class (the only outstanding class of SGI securities) in the merger. Not including their indirect holdings through Silver Bow Ventures, LLC, Mr. Richardson surrendered shares of SGI common stock representing 18.5% of the outstanding class and Mr. Roberts surrendered shares of SGI common stock representing 1.9% of the outstanding class in the merger. Mr. Richardson acquired 15% of the outstanding class of SGI common stock on February 18, 2025 by exercise of warrant for aggregate consideration of $2,090,000, paid with personal funds. The Reporting Persons, as investors in the Issuer, have no plans or proposals for the Issuer regarding matters listed in subsections (a) through (j) of Item 4 of Rule 13d-101. Mr. Roberts, in his capacity as Chief Executive Officer and a Director of the Issuer, participates in the management of the Issuer. In this regard, the Issuer has announced its intention to acquire ________, LLCn, the details of which are disclosed in the Issuer's Form 8-K filed on March __, 2025. Information in Item 4 in the Schedule 13D and Amendments Nos. 1 and 2 is incorporated by reference into this Item.
    Item 5.Interest in Securities of the Issuer
    (a)
    (a), (b) and (c). Mr. Richardson has beneficial ownership of 3,011,409 shares of Common Stock (12.2% of the outstanding class), Silver Bow Ventures, LLC has beneficial ownership of 1,847,192 shares of Common Stock (7.5% of the outstanding class) and Mr. Roberts has beneficial ownership of 2,724,194 shares of Common Stock (10.7% of the outstanding class). Mr. Richardson's and Mr. Roberts' beneficial ownership in each case includes the 1,847,192 shares of Common Stock owned directly by Silver Bow Ventures, LLC, as to which Mr. Richardson and Mr. Roberts share voting and dispositive power. In addition to his beneficial ownership of shares owned by Silver Bow Ventures, LLC, Mr. Richardson has sole voting and sole dispositive power over 1,164,217 shares of Common Stock. In addition to his beneficial ownership of shares owned by Silver Bow Ventures, LLC, Mr. Roberts has sole voting power and dispositive power over 60,542 shares of Common Stock, and has rights to acquire beneficial ownership, as sole voting and sole dispositive power, of 816,460 shares of Common Stock that are currently exercisable or will become exercisable within 60 days of the filing date of this Amendment. These rights to acquire are stock options granted by the Issuer for compensatory purposes. Percentages of the outstanding class of Common Stock set forth in this Item 5 are based on 24,623,967 shares of Common Stock outstanding at March 3, 2025 (which includes shares issued in the merger described above), based on information provided by the Issuer. Information in Item 4 of this Amendment No. 3 to Schedule 13D is incorporated by reference into this Item. (d) Not applicable. (e) Not applicable.
    Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
     
    Mr. Richardson and Mr. Roberts are the Managing Members of Silver Bow Ventures, LLC, with shared power to vote or dispose of securities held by Silver Bow Ventures, LLC.
    Item 7.Material to be Filed as Exhibits.
     
    99.1 Joint Filing Agreement (incorporated by reference to the Schedule 13D)

        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.

     
    Gregory N. Roberts
     
    Signature:/s/ Gregory N. Roberts
    Name/Title:Gregory N. Roberts
    Date:03/04/2025
     
    William A. Richardson
     
    Signature:/s/ William A. Richardson
    Name/Title:William A. Richardson
    Date:03/04/2025
     
    Silver Bow Ventures, LLC
     
    Signature:/s/ Gregory N. Roberts
    Name/Title:Gregory N. Roberts, Managing Member
    Date:03/04/2025
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