SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D/A
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Under the Securities Exchange Act of 1934
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(Amendment No. 3)*
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Dominion Diamond Corporation
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(Name of Issuer)
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Common Shares
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(Title of Class of Securities)
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41587B100
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(CUSIP Number)
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Oberndorf Enterprises LLC
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505 Sansome Street, Suite 1950
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San Francisco, California 94111
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(415) 500-6900
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with a copy to:
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Alison S. Ressler
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Sullivan & Cromwell LLP
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1888 Century Park East
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Los Angeles, California 90067-1725
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(310) 712-6600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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May 9, 2013
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(Date of Event which Requires Filing of This Statement)
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1
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NAME OF REPORTING PERSON
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William and Susan Oberndorf Trust, dated 10/19/98
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
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(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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California
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
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3,341,006 (1)
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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3,341,006 (1)
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10
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SHARED DISPOSITIVE POWER
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|
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,341,006 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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3.9%
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14
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TYPE OF REPORTING PERSON
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OO
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(1)
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Power is exercised through its trustees, William E. Oberndorf and Susan C. Oberndorf.
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1
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NAME OF REPORTING PERSON
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Oberndorf Family Partners
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
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(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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California
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
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|
720,594 (1)
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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720,594 (1)
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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720,594 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.8%
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14
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TYPE OF REPORTING PERSON
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PN
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(1)
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Power is exercised through its sole general partner, William E. Oberndorf.
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1
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NAME OF REPORTING PERSON
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William E. Oberndorf
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
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(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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Not Applicable
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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|
USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
|
SOLE VOTING POWER
|
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|
770,099 (1)
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8
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SHARED VOTING POWER
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|
3,472,502 (2)
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9
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SOLE DISPOSITIVE POWER
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|
770,099 (1)
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10
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SHARED DISPOSITIVE POWER
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|
3,472,502 (2)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
4,242,601 (1) (2)
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12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.9%
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14
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TYPE OF REPORTING PERSON
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IN
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(1)
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720,594 shares may be deemed beneficially owned by Mr. Oberndorf solely in his capacity as sole general partner of Oberndorf Family Partners, a family partnership, 29,073 shares may be deemed beneficially owned by Mr. Oberndorf solely in his capacity as trustee for the Peter Oberndorf Irrevocable Trust, dated 6/30/89, and 20,432 shares may be deemed beneficially owned by Mr. Oberndorf solely in his capacity as trustee for the William E. Oberndorf Irrevocable Trust, dated 6/30/89.
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(2)
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3,341,006 shares may be deemed beneficially owned by Mr. Oberndorf solely in his capacity as a trustee for the William and Susan Oberndorf Trust, dated 10/19/98, 1,296 shares may be deemed beneficially owned by Mr. Oberndorf solely in his capacity as an authorized signatory for the account of Caroline G. Oberndorf, 111,650 shares may be deemed beneficially owned by Mr. Oberndorf solely in his capacity as a trustee for the William and Susan Oberndorf Trust 2, dated 10/15/98 and 18,550 shares may be deemed beneficially owned by Mr. Oberndorf solely in his capacity as an authorized signatory for the account of Betty Jane Weimer.
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1
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NAME OF REPORTING PERSON
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Caroline G. Oberndorf
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
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(b) x
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3
|
SEC USE ONLY
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|
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4
|
SOURCE OF FUNDS
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|
PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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|
USA
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
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|
0
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8
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SHARED VOTING POWER
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1,296 (1)
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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|
1,296 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
1,296 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
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|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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|
Less than 0.01%
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14
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TYPE OF REPORTING PERSON
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|
IN
|
(1)
|
William E. Oberndorf is an authorized signatory for the account of Caroline G. Oberndorf.
|
1
|
NAME OF REPORTING PERSON
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|
Peter Oberndorf Irrevocable Trust, dated 6/30/89
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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|
(a) o
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|
(b) x
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3
|
SEC USE ONLY
|
||
|
|
||
4
|
SOURCE OF FUNDS
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||
|
PF
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5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) o
|
||
|
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6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
|
California
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
|
29,073 (1)
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8
|
SHARED VOTING POWER
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||
|
0
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9
|
SOLE DISPOSITIVE POWER
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|
29,073 (1)
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10
|
SHARED DISPOSITIVE POWER
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|
0
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11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
29,073 (1)
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12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
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|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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|
0.03%
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14
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TYPE OF REPORTING PERSON
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|
OO
|
(1)
|
Power is exercised through its trustee, William E. Oberndorf.
|
1
|
NAME OF REPORTING PERSON
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||
|
William E. Oberndorf Irrevocable Trust, dated 6/30/89
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||
|
(a) o
|
||
|
(b) x
|
||
3
|
SEC USE ONLY
|
||
|
|
||
4
|
SOURCE OF FUNDS
|
||
|
PF
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5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) o
|
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|
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||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
|
California
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
|
20,432 (1)
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8
|
SHARED VOTING POWER
|
||
|
0
|
||
9
|
SOLE DISPOSITIVE POWER
|
||
|
20,432 (1)
|
||
10
|
SHARED DISPOSITIVE POWER
|
||
|
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
20,432 (1)
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12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
||
|
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||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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|
0.02%
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14
|
TYPE OF REPORTING PERSON
|
||
|
OO
|
(1)
|
Power is exercised through its trustee, William E. Oberndorf.
|
1
|
NAME OF REPORTING PERSON
|
||
|
William and Susan Oberndorf Trust 2, dated 10/15/98
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||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||
|
(a) o
|
||
|
(b) x
|
||
3
|
SEC USE ONLY
|
||
|
|
||
4
|
SOURCE OF FUNDS
|
||
|
PF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) o
|
||
|
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
|
California
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
|
111,650 (1)
|
||
8
|
SHARED VOTING POWER
|
||
|
0
|
||
9
|
SOLE DISPOSITIVE POWER
|
||
|
111,650 (1)
|
||
10
|
SHARED DISPOSITIVE POWER
|
||
|
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
111,650 (1)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
||
|
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
0.1%
|
||
14
|
TYPE OF REPORTING PERSON
|
||
|
OO
|
(1)
|
Power is exercised through its trustees, William E. Oberndorf and Susan Oberndorf.
|
1
|
NAME OF REPORTING PERSON
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||
|
Betty Jane Weimer
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||
|
(a) o
|
||
|
(b) x
|
||
3
|
SEC USE ONLY
|
||
|
|
||
4
|
SOURCE OF FUNDS
|
||
|
PF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) o
|
||
|
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
|
USA
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
|
|
0
|
||
8
|
SHARED VOTING POWER
|
||
|
18,550 (1)
|
||
9
|
SOLE DISPOSITIVE POWER
|
||
|
0
|
||
10
|
SHARED DISPOSITIVE POWER
|
||
|
18,550 (1)
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||
|
18,550 (1)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
||
|
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||
|
Less than 0.01%
|
||
14
|
TYPE OF REPORTING PERSON
|
||
|
IN
|
(1)
|
William E. Oberndorf is an authorized signatory for the account of Betty Jane Weimer.
|
ITEM 1.
|
Security and Issuer.
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ITEM 4.
|
Purpose of Transaction
|
ITEM 5.
|
Interest in Securities of the Issuer.
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ITEM 7.
|
Material to be Filed as Exhibits.
|
Exhibit A:
|
Agreement pursuant to Rule 13d-1(k)
|
Dated: May 10, 2013
|
By:
|
/s/ Krista Rosen
|
Attorney-in-Fact for:
|
||
William and Susan Oberndorf Trust, dated 10/19/98 (1)
|
||
Oberndorf Family Partners (1)
|
||
William E. Oberndorf (1)
|
||
Caroline G. Oberndorf (1)
|
||
Peter Oberndorf Irrevocable Trust, dated 6/30/89 (1)
|
||
William E. Oberndorf Irrevocable Trust, dated 6/30/89 (1)
|
||
William and Susan Oberndorf Trust 2, dated 10/15/98 (1) | ||
Betty Jane Weimer (1) | ||
(1) A Power of Attorney authorizing Krista Rosen to act on behalf of this person or entity was previously filed.
|
Reporting Person
|
Date of Transaction
|
Type
|
Number of Shares
|
Price Per Share(1)
|
Where/How Transaction Effected
|
William and Susan Oberndorf Trust, dated 10/19/98
|
5/7/13
|
Sale
|
45,700
|
$16.0474(2)
|
Open Market/Broker
|
William and Susan Oberndorf Trust, dated 10/19/98
|
5/8/13
|
Sale
|
81,645
|
$16.0094(3)
|
Open Market/Broker
|
William and Susan Oberndorf Trust, dated 10/19/98
|
5/8/13
|
Sale
|
55
|
$17.9600
|
Open Market/Broker
|
William and Susan Oberndorf Trust, dated 10/19/98
|
5/9/13
|
Sale
|
60,000
|
$16.0591(4)
|
Open Market/Broker
|
Exhibit
|
Document Description
|
A
|
Agreement Pursuant to Rule 13d-1(k)
|