Registration statement under Securities Act of 1933

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As filed with the Securities and Exchange Commission on April 26 , 2017

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

ETFS PALLADIUM TRUST
(Exact name of Registrant as specified in its charter)

New York
(State or other jurisdiction of
incorporation or organization)

1040
(Primary Standard Industrial Classification Code Number)

26-4733157
(I.R.S. Employer
Identification No.)

405 Lexington Avenue
New York, NY 10174
(212) 918-4954
(Address, including zip code, and telephone number, including area code,
of Registrant’s principal executive offices)

Corporation Service Company
80 State Street
Albany, NY 12207-2543
(800) 927-9800
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

W. Thomas Conner
Peggy C. Heminger
Reed Smith LLP
1301 K Street, N.W.
Suite 1000, East Tower
Washington, DC 20005

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.


If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, pl ease check the following box.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number o f the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commis sion pursuant to Rule 462(e) under the Securities Act, check the following box.

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company . See the definitions of “large accelerat ed filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.







Large accelerated filer

Accelerated filer



Non-accelerated filer

Smaller reporting company

( Do not check if a smaller reporting company)



Emerging growth company



If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for comply ing with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.




CALCULATION OF REGISTRATION FEE



Title of each class of
securities to be registered

Amount to
be registered (1)


Proposed maximum
offering price per unit (1)

Proposed maximum
aggregate offering price (1)

Amount of
registration fee (1)

ETFS Physical Palladium Shares

-

-

-

-



[ETFS

(1)

Pursuant to Rule 415(a)(6) under the Securities Act of 1933, this Registration Statement carries over 11,450,000 unsold ETFS Physical Palladium Shares (the “Shares”) from a Registration Statement on Form S-3 (File No. 333- 195335 ) filed on April 17 , 201 4 (the “2014 Registration Statement”) relating to 12,100,000 unsold Shares that were originally registered on, and carried forward from, a Registration Statement on Form S-3 (File No. 333 - 173610 ) filed on April 20, 2011 (the “20 11 Registration Statement”).  The 20 11 Registration Statement registered 13,500,000 Shares.  In connection with filing the 20 11 Registration Statement, the Registrant paid registration fees of $ 97,923 with respect to the 11,450,000 unsold Shares that are being carried forward from the 2014 Registration Statement to this Registration Statement .  No additional Shares are being registered hereunder.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.






 ETFS_LOGO_RGB

1 1 , 45 0,000 ETFS Physical Palladium Shares

ETFS Palladium Trust

The ETFS Palladium Trust (Trust) issues ETFS Physical Palladium Shares (Shares) which represent units of fractional undivided beneficial interest in and ownership of the Trust. ETF Securities USA LLC is the sponsor of the Trust (Sponsor), The Bank of New York Mellon is the trustee of the Trust (Trustee), and JPMorgan Chase Bank, N.A. is the custodian of the Trust (Custodian). The Trust intends to issue additional Shares on a continuous basis.

The Shares may be purchased from the Trust only in one or more blocks of 50,000 Shares (a block of 50,000 Shares is called a Basket). The Trust issues Shares in Baskets to certain authorized participants (Authorized Participants) on an ongoing basis as described in “ Plan of Distribution . Baskets will be offered continuously at the net asset value (NAV) for 50,000 Shares on the day that an order to create a Basket is accepted by the Trustee. The Trust will not issue fractions of a Basket.

The Shares trade on the N YSE Arca under the symbol “PALL .

Investing in the Shares involves significant risks. See “ Risk Factors ” starting on page 4

Neither the Securities and Exchange Commission (SEC) nor any state securities commission has approved or disapproved of the securities offered in this prospectus, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The Shares are neither interests in nor obligations of the Sponsor or the Trustee.

The Trust issues Shares from time to time in Baskets, as described in “ Creation and Redemption of Shares . It is expected that the Shares will be sold to the public at varying prices to be determined by reference to, among other considerations, the price of palladium and the trading price of the Shares on the NYSE Arca at the time of each sale.

The date of this prospectus is April 26 , 2017 .






TABLE OF CONTENTS





Page

 Statement Regarding Forward-Looking Statements

ii

 Glossary of Defined Terms

iii

 Prospectus Summary

1

 The Offering

2

 Risk Factors

4

 Use of Proceeds

11

 Overview of the Palladium Industry

12

 Operation of the Palladium Market

15

 Business of the Trust

18

 Description of the Trust

22

 The Sponsor

23

 The Trustee

24

 The Custodian

25

 Description of the Shares

26

 Custody of the Trust’s Palladium

27

 Description of the Custody Agreements

28

 Creation and Redemption of Shares

32

 Description of the Trust Agreement

36

 United States Federal Income Tax Consequences

44

 ERISA and Related Considerations

47

 Plan of Distribution

48

 Legal Matters

49

 Experts

49

 Valuation of Palladium

49

 Incorporation by Reference of Certain Documents

50

 Where You Can Find More Information

51



This prospectus , including the materials incorporated by reference herein, contains information you should consider when making an investment decision about the Shares. You may rely on the information contained in this prospectus. The Trust and the Sponsor have not authorized any person to provide you with different information and, if anyone provides you with different or inconsistent information, you should not rely on it. This prospectus is not an offer to sell the Shares in any jurisdiction where the offer or sale of the Shares is not permitted.

The Shares are not registered for public sale in any jurisdiction other than the United States.





i


STATEMENT REGARDING FOR WARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements” with respect to the Trust’s financial conditions, results of operations, plans, objectives, future performance and business. Statements preceded by, followed by or th at include words such as “may ”, “will”, “should , “expect , “plan , “anticipate , “believe , “estimate , “predict , “potential” or similar expressions are intended to identify some of the forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are included, along with this statement, for purposes of complying with the safe harbor provisions of that Act. All statements (other than statements of historical fact) included in this prospectus that address activities, events or developments that will or may occur in the future, including such matters as changes in commodity prices and market conditions (for palladium and the Shares), the Trust’s operations, the Sponsor’s plans and references to the Trust’s future success and other similar matters are forward-looking statements. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses the Sponsor made based on its perception of historical trends, current conditions and expected future developments, as well as other factors appropriate in the circumstances. Whether or not actual results and developments will conform to the Sponsor’s expectations and predictions, however, is subject to a number of risks and uncertainties, including the special considerations discussed in this prospectus, general economic, market and business conditions, changes in laws or regulations, including those concerning taxes, made by governmental authorities or regulatory bodies, and other world economic and political developments. See “ Risk Factors . Consequently, all the forward-looking statements made in this prospectus are qualified by these cautionary statements, and there can be no assurance that the actual results or developments the Sponsor anticipates will be realized or, even if substantially realized, that they will result in the expected consequences to, or have the expected effects on, the Trust’s operations or the value of the Shares. Moreover, neither the Sponsor nor any other person assumes responsibility for the accuracy or completeness of the forward-looking statements. Neither the Trust nor the Sponsor is under a duty to update any of the forward-looking statements to conform such statements to actual results or to reflect a change in the Sponsor’s expectations or predictions.





ii


GLOSSARY O F DEFINED TERMS

In this prospectus, each of the following quoted terms have the meanings set forth after such term:

“Allocated Account Agreement”—The agreement between the Trustee and the Custodian which establishes the Trust Allocated Account. The Allocated Account Agreement and the Unallocated Account Agreement are sometimes referred to toge ther as the “Custody Agreements .

“ANAV”—Adjusted NAV. See “ Description of the Trust Agreement—Valuation of Palladium, Definition of Net Asset Value and Adjusted Net Asset Value ” for a description of how the ANAV of the Trust is calculated. The ANAV of the Trust is used to calculate the fees of the Sponsor.

“Authorized Participant”—A person who (1) is a registered broker-dealer or other securities market participant such as a bank or other financial institution which is not required to register as a broker-dealer to engage in securities transactions, (2) is a participant in DTC, (3) has entered into an Authorized Participant Agreement with the Trustee and the Sponsor and (4) has established an Authorized Participant Unallocated Account. Only Authorized Participants may place orders to create or redeem one or more Baskets.

“Authorized Participant Agreement”—An agreement entered into by each Authorized Participant, the Sponsor and the Trustee which provides the procedures for the creation and redemption of Baskets and for the delivery of the palladium and any cash required for such creations and redemptions.

“Authorized Participant Unallocated Account”—An unallocated palladium account, either loco London or loco Zurich, established with the Custodian or a palladium clearing bank by an Authorized Participant. Each Authorized Participant’s Authorized Participant Unallocated Account will be used to facilitate the transfer of palladium deposits and palladium redemption distributions between the Authorized Participant and the Trust in connection with the creation and redemption of Baskets.

“Authorized Participant Unallocated Bullion Account Agreement”—The agreement between an Authorized Participant and the Custodian or a palladium clearing bank which establishes the Authorized Participant Unallocated Account.

“Basket”—A block of 50 ,000 Shares is called a “Basket .

“Book Entry System”—The Federal Reserve Treasury Book Entry System for United States and federal agency securities.

“CEA”—Commodity Exchange Act of 1936 , as amended.

“CFTC”—Commodity Futures Trading Commission, an independent agency with the mandate to regulate commodity futures , option , swap and derivative markets in the United States.

“Clearing Agency”—Any clearing agency or similar system other than the Book Entry System or DTC.

“Code”—The United States Internal Revenue Code of 1986, as amended.

“Creation Basket Deposit”—The total deposit required to create a Basket. The deposit will be an amount of palladium and cash, if any, that is in the same proportion to the total assets of the Trust (net of estimated accrued but unpaid fees, expenses and other liabilities) on the date an order to purchase one or more Baskets is properly received as the number of Shares comprising the number of Baskets to be created in respect of the deposit bears to the total number of Shares outstanding on the date such order is properly received.

“Custodian” or “JPMorgan”—JPMorgan Chase Bank, N.A., a national banking association and a market maker, clearer and approved weigher under the rules of the LPPM. JPMorgan is the custodian of the Trust’s palladium.

“Custody Agreements”—The Allocated Account Agreement together with the Unallocated Account Agreement.

“Custody Rules”—The rules, regulations, practices and customs of the LPPM or any applicable regulatory

The above information was disclosed in a filing to the SEC. To see the filing, click here.

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