Edgar Filing: GLENCORE HOLDING AG

Schedule 13D Amendment No. 3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

PolyMet Mining Corp.

(Name of Issuer)

Common Shares, without par value

(Title of Class of Securities)

731916102

(CUSIP Number)

Stephen Rowland and Rajiv Singhal

Glencore International AG

Baarermattstrasse 3

CH-6341 Baar

Switzerland

+41 41 709 2000

Copies to:

Darren W. T. Novak, Esq.

Davies Ward Phillips & Vineberg LLP

625 Madison Avenue, 12th Floor

New York, New York 10022

(212) 588-5500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 31, 2009

(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. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	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 disclosures provided in a prior cover page.

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).

CUSIP No. 731916102


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Glencore Holding AG
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC (see Item 3)
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization Switzerland


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power 0
		8. Shared Voting Power 12,643,250*
		9. Sole Dispositive Power 0
		10. Shared Dispositive Power 12,643,250*


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 12,643,250*
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 8.3%
14.	Type of Reporting Person (See Instructions) CO; HC

Excludes the 6,250,000 Common Shares (as defined below) that may be issuable to Glencore (as defined below) upon the exercise of the Exchange Warrant (as defined below) if additional Debentures (as defined below) are issued pursuant to the Purchase Agreement (as defined below) since such additional Debentures are issuable only upon the satisfaction of certain closing conditions set forth in the Purchase Agreement that have not yet been satisfied and that are outside the control of the Reporting Persons (as defined below).

Page 2 of 16

CUSIP No. 731916102


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Glencore International AG
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC (see Item 3)
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization Switzerland


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power 0
		8. Shared Voting Power 12,643,250*
		9. Sole Dispositive Power 0
		10. Shared Dispositive Power 12,643,250*


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 12,643,250*
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 8.3%
14.	Type of Reporting Person (See Instructions) CO; HC

Excludes the 6,250,000 Common Shares that may be issuable to Glencore upon the exercise of the Exchange Warrant if additional Debentures are issued pursuant to the Purchase Agreement since such additional Debentures are issuable only upon the satisfaction of certain closing conditions set forth in the Purchase Agreement that have not yet been satisfied and that are outside the control of the Reporting Persons.

Page 3 of 16

CUSIP No. 731916102


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Glencore AG
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC (see Item 3)
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization Switzerland


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power 0
		8. Shared Voting Power 12,643,250*
		9. Sole Dispositive Power 0
		10. Shared Dispositive Power 12,643,250*


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 12,643,250*
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 8.3%
14.	Type of Reporting Person (See Instructions) CO

Page 4 of 16

This Amendment No. 3 amends and supplements the Schedule 13D filed on November 10, 2008, as amended by Amendment No. 1 thereto filed on December 24, 2008 and as further amended by Amendment No. 2 thereto filed on June 22, 2009 by Glencore Holding AG, Glencore International AG and Glencore AG (as so amended, the “Statement”) relating to the common shares of PolyMet Mining Corp., a corporation incorporated under the laws of the Province of British Columbia, Canada. Unless otherwise indicated, all capitalized terms used herein shall have the meanings given to them in the Statement, and unless amended or supplemented hereby, all information previously filed remains in effect.

Item 2.

Identity and Background

Schedule I of the Statement is amended and restated in its entirety to read as set forth on Schedule I to this Amendment No. 3.

Item 3.

Source and Amount of Funds or Other Consideration

The first and second paragraphs of Item 3 of the Statement are hereby deleted and replaced in their entirety with the following paragraphs:

“On October 31, 2008, Glencore, the Issuer and the Issuer’s wholly-owned subsidiary, Poly Met Mining, Inc., a Minnesota corporation (“Poly Met Inc.”), entered into a Purchase Agreement (the “Original Purchase Agreement”), as amended by a letter agreement (“Amendment No. 1”), dated as of November 28, 2008, and as further amended by a letter agreement (“Amendment No. 2”), dated as of December 12, 2008, a letter agreement (“Amendment No. 3”), dated as of December 19, 2008, a letter agreement (“Amendment No. 4”), dated as of January 30, 2009, a letter agreement (“Amendment No. 5”), dated as of February 24, 2009, a letter agreement (“Amendment No. 6”), dated as of March 30, 2009, a letter agreement (“Amendment No. 7”), dated as of April 28, 2009, a letter agreement (“Amendment No. 8”), dated as of June 4, 2009, and a letter agreement (“Amendment No. 9”), dated as of August 31, 2009 (the Original Purchase Agreement, as amended, the “Purchase Agreement”), which provides that, among other things, Glencore will purchase up to US$50 million aggregate principal amount of floating rate secured debentures issued by Poly Met Inc. (the “Debentures”).

Page 5 of 16

The initial closing of the transactions contemplated by the Purchase Agreement occurred on October 31, 2008. At that closing, an initial tranche of US$7.5 million of the Debentures (the “Tranche A Debenture”) were issued to Glencore by Poly Met Inc. The second closing of the transactions contemplated by the Purchase Agreement occurred on December 22, 2008. At that closing, a second tranche of US$7.5 million of the Debentures (the “Tranche B Debenture”) were issued to Glencore by Poly Met Inc. The third closing of the transactions contemplated by the Purchase Agreement occurred on June 17, 2009. At that closing, a third tranche of US$5.0 million of the Debentures (the “Tranche C Debenture”) were issued to Glencore by Poly Met Inc. The fourth closing of the transactions contemplated by the Purchase Agreement occurred on August 31, 2009. At that closing, a fourth tranche of US$5.0 million of the Debentures (the “Tranche D Debentures”) were issued to Glencore by Poly Met Inc. The final US$25 million of the Debentures will be issued to Glencore upon the satisfaction of additional closing conditions set forth in the Purchase Agreement, including, among other things, the publication of the final Environmental Impact Study for the Issuer’s NorthMet project in the State of Minnesota’s Environmental Quality Board Monitor, receipt by PolyMet of a binding term sheet in respect of financing for a construction project relating to the NorthMet project, and certain expenditures of the Issuer and Poly Met Inc. being in compliance with budgeted amounts.”

The fourth sentence of the third paragraph of Item 3 of the Statement is hereby deleted and replaced in its entirety with the following sentence: “As of August 31, 2009, US$573,000 of interest has been added to the principal amount of the Debentures.”

Page 6 of 16

The eighth paragraph of Item 3 of the Statement is hereby deleted and replaced in its entirety with the following paragraph:

“The foregoing summaries of the Original Purchase Agreement, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, the Tranche A Debenture, the Tranche B Debenture, the Tranche C Debenture, the Tranche D Debenture, the Parent Guarantee, the Issuer Security Agreement, the Poly Met Inc. Security Agreement, the Pledge Agreement, the Exchange Warrant, the Purchase Warrant and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the complete text of the Purchase Agreement, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, the Tranche A Debenture, the Tranche B Debenture, the Tranche C Debenture, the Tranche D Debenture, the Parent Guarantee, the Issuer Security Agreement, the Poly Met Inc. Security Agreement, the Pledge Agreement, the Exchange Warrant, the Purchase Warrant and the Registration Rights Agreement attached hereto as Exhibit 99.2, Exhibit 99.11, Exhibit 99.12, Exhibit 99.13, Exhibit 99.15, Exhibit 99.16, Exhibit 99.17, Exhibit 99.18, Exhibit 99.19, Exhibit 99.21, Exhibit 99.3, Exhibit 99.14, Exhibit 99.20, Exhibit 99.22, Exhibit 99.4. Exhibit 99.5, Exhibit 99.6, Exhibit 99.7, Exhibit 99.8, Exhibit 99.9 and Exhibit 99.10, respectively.”

Page 7 of 16

Item 5.

Interest in Securities of the Issuer

Items 5(a) and (b) of the Statement are hereby deleted and replaced in their entirety with the following:



“(a) and (b)		As of August 31, 2009, the Reporting Persons did not own any Common Shares. However, as of August 31, 2009, under the definition of “beneficial ownership” as set forth in Rule 13d-3 under the Exchange Act, the Reporting Persons may be deemed to have shared power to vote, direct the vote, dispose of or direct the disposition of (and therefore beneficially own), 12,643,250 Common Shares issuable upon the exercise of the Exchange Warrant and the Purchase Warrant, representing approximately 8.3% of the outstanding Common Shares. Accordingly, the percentage of outstanding Common Shares that may be beneficially owned by each of the Reporting Persons is approximately 8.3%. The Common Shares reported as beneficially owned by the Reporting Persons do not include the 6,250,000 Common Shares that may be issuable to Glencore upon the exercise of the Exchange Warrant if additional Debentures are issued pursuant to the Purchase Agreement since such additional Debentures are issuable only upon the satisfaction of certain closing conditions set forth in the Purchase Agreement that have not yet been satisfied and that are outside the control of the Reporting Persons. The beneficial ownership percentages set forth herein are based on 139,078,875 Common Shares outstanding as of August 28, 2009 as confirmed by the Issuer’s transfer agent and registrar on August 28, 2009.”

		Item 5(c) of the Statement is hereby deleted and replaced in its entirety with the following:

(c)		“Except as set forth in Item 3 and this Item 5 of this Schedule 13D, none of the Reporting Persons nor, to the Reporting Persons’ knowledge, any of the Schedule I Persons, has beneficial ownership of, or has engaged in any transaction during the past sixty days.”

Page 8 of 16

Item 7.

Material to be Filed as Exhibits

Item 7 of the Statement is hereby amended and supplemented by the following exhibits herewith:


Exhibit No.		Exhibit Name
99.21		Amendment Letter No. 9 to the Purchase Agreement, dated as of August 31, 2009

99.22		Floating Rate Secured Debenture, due September 30, 2011, dated August 31, 2009

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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.

Dated: September 4, 2009


GLENCORE HOLDING AG

By:		/s/ Peter Pestalozzi
		Name: Peter Pestalozzi
		Title: Director

By:		/s/ Andreas Hubmann
		Name: Andreas Hubmann
		Title: Director

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.

Dated: September 4, 2009


GLENCORE INTERNATIONAL AG

By:		/s/ Andreas Hubmann
		Name: Andreas Hubmann
		Title: Officer

By:		/s/ Lotti Grenacher Hagmann
		Name: Lotti Grenacher Hagmann
		Title: Officer

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.

Dated: September 4, 2009


GLENCORE AG

By:		/s/ Stefan H. Peter

		Name: Stefan H. Peter
		Title: Officer

By:		/s/ Lotti Grenacher Hagmann

		Name: Lotti Grenacher Hagmann
		Title: Officer

EXHIBIT INDEX


Exhibit No.		Exhibit Name
99.1.		Joint Filing Agreement, dated November 10, 2008, between Glencore Holding AG, Glencore International AG and Glencore AG relating to the filing of a joint statement on Schedule 13D*

99.2.		Purchase Agreement, dated as of October 31, 2008, by and between PolyMet Mining Corp., Poly Met Mining Inc. and Glencore AG*

99.3.		Floating Rate Secured Debenture, due September 31, 2011, of Poly Met Mining Inc., dated October 31, 2008*

99.4.		Parent Guarantee, dated as of October 31, 2008, made by PolyMet Mining Corp. in favor of Glencore AG*

99.5.		Security Agreement, dated as of October 31, 2008, by PolyMet Mining Corp. in favor of Glencore AG*

99.6.		Security Agreement, dated as of October 31, 2008, by Poly Met Mining, Inc. in favor of Glencore AG*

99.7.		Pledge Agreement, dated as of October 31, 2008, made by PolyMet Mining Corp. in favor of Glencore AG*

99.8.		Exchange Warrant of PolyMet Mining Corp., dated as of October 31, 2008*

99.9.		Purchase Warrant of PolyMet Mining Corp., dated as of October 31, 2008*

99.10.		Registration Rights Agreement, dated as of October 31, 2008, by and between PolyMet Mining Corp. and Glencore AG*

99.11		Amendment Letter No. 1 relating to the Purchase Agreement, dated as of October 31, 2008*

99.12		Amendment Letter No. 2 relating to the Purchase Agreement, dated as of October 31, 2008*

99.13		Amendment Letter No. 3 relating to the Purchase Agreement, dated as of October 31, 2008*

99.14		Floating Rate Secured Debenture, due September 31, 2011, of PolyMet Mining Inc., dated December 22, 2008*

99.15		Amendment Letter No. 4 relating to the Purchase Agreement, dated as of January 30, 2009*

99.16		Amendment Letter No. 5 relating to the Purchase Agreement, dated as of February 24, 2009*

99.17		Amendment Letter No. 6 relating to the Purchase Agreement, dated as of March 30, 2009*

99.18		Amendment Letter No. 7 relating to the Purchase Agreement, dated as of April 28, 2009*

99.19		Amendment Letter No. 8 relating to the Purchase Agreement, dated as of June 4, 2009*

99.20		Floating Rate Secured Debenture, due September 30, 2011, dated June 16, 2009*

99.21		Amendment Letter No. 9 relating to the Purchase Agreement, dated as of August 31, 2009**

99.22		Floating Rate Secured Debenture, due September 30, 2011, dated August 31, 2009**

*	Previously Filed

**	Filed Herewith

Schedule I

Set forth below are the names, business addresses and present principal occupations of the directors and executive officers of Glencore AG, Glencore International AG and Glencore Holding AG. Unless otherwise indicated, the present principal occupation of each person is with Glencore International AG (as set forth on the second page to this Schedule I). If no business address is given, the address is Baaremattstrasse 3, CH-6341, Baar, Switzerland. Unless otherwise indicated, all of the persons listed below are citizens of Switzerland. To the best knowledge of the Reporting Persons, except as set forth below, none of the persons listed below beneficially owns any shares of Common Stock of the Company.

Directors of Glencore AG:


Name	Principal Occupation	Business Address	Share Ownership
Willy R. Strothotte, Chairman (Citizen of Germany)

Ivan Glasenberg (Citizen of Australia)

Andreas P. Hubmann

Steven F. Kalmin (Citizen of Australia)

Aristotelis Mistakidis (Citizen of Great Britain)

Executive Officers of Glencore AG:


Name	Principal Occupation	Business Address	Share Ownership

Lotti Grenacher Hagmann

Stuart A. Cutler (Citizen of South Africa)

Stefan H. Peter

Christian Wolfensberger

Steven A. Blumgart (Citizen of South Aftica)

Gary Fegel

Daniel Maté (Citizen of Spain)

Directors of Glencore International AG.



Name	Principal Occupation	Business Address	Share Ownership

Willy R. Strothotte, Chairman (Citizen of Germany)	Chairman of Glencore International AG

Ivan Glasenberg (Citizen of Australia)	Chief Executive Officer of Glencore International AG

Zbynek E. Zak	Non-Executive Director, former CFO of Glencore International AG (retired)	Buetzenweg 16 CH-6300 Zug, Switzerland

Peter A. Pestalozzi	Attorney, Pestalozzi Lachenal Patry Zurich Ltd.	Loewenstrasse 1 CH-8001 Zurich, Switzerland

Craig A. Davis (Citizen of the US)	Non-Executive Director, former Chairman and CEO of Century Aluminum Company (retired)

Executive Officers of Glencore International AG.

Name	Principal Occupation	Business Address	Share Ownership

Ivan Glasenberg (Citizen of Australia)	Chief Executive Officer of Glencore International AG

Lotti Grenacher Hagmann	Officer of Glencore International AG

Aristotelis Mistakidis (Citizen of Great Britain)	Officer of Glencore International AG

Steven F. Kalmin (Citizen of Austalia)	Chief Financial Officer of Glencore International AG

Tor Peterson (Citizen of the US)	Officer of Glencore International AG

Stuart A. Cutler (Citizen of South Africa)	Officer of Glencore International AG

Stefan H. Peter	Officer of Glencore International AG

Christian Wolfensberger	Officer of Glencore International AG

Steven A. Blumgart (Citizen of South Africa)	Officer of Glencore International AG

Gary Fegel	Officer of Glencore International AG

Andreas P. Hubmann	Officer of Glencore International AG

Daniel Maté (Citizen of Spain)	Officer of Glencore International AG

Directors of Glencore Holding AG:


Name	Principal Occupation	Business Address	Share Ownership
Willy R. Strothotte, Chairman (Citizen of Germany)

Ivan Glasenberg (Citizen of Australia)

Zbynek E. Zak	Former CFO of Glencore International AG (retired)	Buetzenweg-16 CH-6300 Zug, Switzerland

Peter A. Pestalozzi	Attorney, Pestalozzi Lachenal Patry Zurich Ltd.	Loewenstrasse 1 CH-8001 Zurich, Switzerland

Craig A. Davis (Citizen of the US)	Former Chairman and CEO of Century Aluminum Company (retired)

Andreas P. Hubmann

Executive Officers of Glencore Holding AG:


Name	Principal Occupation	Business Address	Share Ownership
None