| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13G | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. )* | |
|
Triple Flag Precious Metals Corp. | |
| (Name of Issuer) | |
|
Common Shares, no par value | |
| (Title of Class of Securities) | |
|
89679M104 | |
| (CUSIP Number) | |
|
December 31, 2022 | |
| (Date of Event Which Requires Filing of This Statement) | |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: | |
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
| (Page 1 of 6 Pages) | |
______________________________
* 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. 89679M104 | 13G | Page 2 of 6 Pages |
| 1 |
NAME OF REPORTING PERSON Elliott Investment Management L.P. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 129,917,637 | ||
| 6 |
SHARED VOTING POWER 0 | |||
| 7 |
SOLE DISPOSITIVE POWER 129,917,637 | |||
| 8 |
SHARED DISPOSITIVE POWER 0 | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 129,917,637 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 83.4% | |||
| 12 |
TYPE OF REPORTING PERSON PN, IA | |||
| CUSIP No. 89679M104 | 13G | Page 3 of 6 Pages |
| Item 1(a). | NAME OF ISSUER |
| The name of the issuer is Triple Flag Precious Metals Corp. (the "Issuer"). |
| Item 1(b). | ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES |
| TD Canada Trust Tower, 161 Bay Street, Suite 4535, Toronto, Ontario, Canada M5J 2S1. |
| Item 2 (a). | NAME OF PERSON FILING |
| This statement on Schedule 13G is filed by Elliott Investment Management L.P., a Delaware limited partnership ("EIM" or the "Reporting Person"), the investment manager of Elliott Associates, L.P., a Delaware limited partnership ("Elliott") and Elliott International, L.P., a Cayman Islands limited partnership ("Elliott International" and together with Elliott, the "Elliott Funds"), with respect to the Shares held by the Elliott Funds and/or their respective subsidiaries. | |
| The general partner of EIM is Elliott Investment Management GP LLC, a Delaware limited liability company ("EIM GP"). Paul E. Singer ("Singer") is the sole managing member of EIM GP. |
| Item 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE |
| The business address of EIM, EIM GP and Singer is Phillips Point, East Tower, 777 South Flagler Drive, Suite 1000, West Palm Beach, FL 33401. |
| Item 2(c). | CITIZENSHIP |
| EIM is a limited partnership formed under the laws of the State of Delaware. | |
| EIM GP is a limited liability company formed under the laws of the State of Delaware. | |
| Singer is a U.S. citizen. |
| Item 2(d). | TITLE OF CLASS OF SECURITIES |
| Common Shares, no par value (the "Shares") |
| Item 2(e). | CUSIP NUMBER |
| 89679M104 |
| CUSIP No. 89679M104 | 13G | Page 4 of 6 Pages |
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act; | |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act; | |
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act; | |
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940; | |
| (e) | ¨ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
| (f) | ¨ |
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
| |
| (g) | ¨ |
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
| |
| (h) | ¨ |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
| |
| (i) | ¨ |
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
| |
| (j) | ¨ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
| If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please | ||
| specify the type of institution: | ||
| Item 4. | OWNERSHIP |
| The percentage set forth in this Schedule 13G is calculated based upon 155,716,955 Shares outstanding as reported in Exhibit 99.1 to the Issuer’s Report of Foreign Issuer on Form 6-K filed with the Securities and Exchange Commission on December 21, 2022. | |
| The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for the Reporting Person and is incorporated herein by reference. |
| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
| Not applicable. |
| CUSIP No. 89679M104 | 13G | Page 5 of 6 Pages |
| Item 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
| See Item 2. |
| Item 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON |
| Not applicable. |
| Item 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
| Not applicable. |
| Item 9. | NOTICE OF DISSOLUTION OF GROUP |
| Not applicable. |
| Item 10. | CERTIFICATION | |
| Not applicable. | ||
| CUSIP No. 89679M104 | 13G | Page 6 of 6 Pages |
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATE: February 14, 2023
| Elliott Investment Management L.P. | ||
| By: | /s/ Elliot Greenberg | |
| Name: | Elliot Greenberg | |
| Title: | Vice President | |