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

Form 10-K/A

(Amendment No. 1) 

 (Mark One) 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

For the fiscal year ended December 31, 2012 

or 

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

Commission file number: 001-34589 

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

|                                     |   |                |
|------------------------------------------|--------|---------------------|
| New York                                 |   | 26-4733157          |
| (State or other jurisdiction of          |   | (I.R.S. Employer    |
| incorporation or organization)           |   | Identification No.) |
|                                     |   |                |
| c/o ETF Securities USA LLC               |   |                |
| 48 Wall Street, 11th Floor               |   |                |
| New York, NY                             |   | 10005               |
| (Address of principal executive offices) |   | (Zip Code)          |

Registrant’s telephone number, including area code:(212) 918-4954 

Securities registered pursuant to Section 12(b) of the Act: 

|                           |                |      |   |   |                                      |   |
|--------------------------------|---------------------|-----------|--------|--------|-------------------------------------------|--------|
|                           | Title of each class |      |   |   | Name of each exchange on which registered |   |
| ETFS Physical Palladium Shares |                | NYSE Arca |

Securities registered pursuant to Section 12(g) of the Act: None 

|                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.                                                                                                                                                                                                                                                                                                                         | Yes o No x |
|                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.                                                                                                                                                                                                                                                                                                                            | Yes o No x |
|                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.            Yes x No o |
|                                                                                                                                                                                                                                                                                                                                                                                                                                            |            |
| Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.            Yes x No o                                                                                          |

			 		

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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x   

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

|                      |   |                        |
|---------------------------|--------|-----------------------------|
|                      |   |                        |
| Large accelerated filer o |   | Accelerated filer x    |
|                      |   |                        |
| Non-accelerated filer o   |   | Smaller reporting company o |

   

   

| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). | Yes o No x |
|---------------------------------------------------------------------------------------------------------|-----------------|

Aggregate market value of the registrant’s shares outstanding based upon the closing price of a share on June 30, 2012 as reported by the NYSE Arca, Inc. on that date: $470,106,000.  

As of May 31, 2013, ETFS Palladium Trust has 7,950,000 ETFS Physical Palladium Shares outstanding.   

DOCUMENTS INCORPORATED BY REFERENCE: None. 

			 		

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EXPLANATORY NOTE

This Annual Report on Form 10-K/A constitutes Amendment No. 1 (“the Amendment”) to the ETFS Palladium Trust’s Annual Report on Form 10-K for the year ended December 31, 2012, which was originally filed with the Securities and Exchange Commission on February 28, 2013 (“the Original Filing”).  This Amendment is being filed solely to include Exhibit 23.1, the consent of Deloitte & Touche LLP, which was inadvertently omitted from the Original Filing.

No other change is made to the Original Filing. This Amendment does not purport to provide an update or a discussion of any other developments subsequent to the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing.

PART IV 

Item 15. Exhibits, Financial Statement Schedules 

3. Exhibits 

 

| Exhibit No. | Description |
|-------------|-------------|

23.1                        Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm

			 		

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SIGNATURES 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to the report to be signed on its behalf by the undersigned in the capacities* indicated thereunto duly authorized. 

|               |                                                           |   |
|--------------------|----------------------------------------------------------------|--------|
|               |                                                           |   |
|               |                                                           |   |
|               |                                                           |
|               | ETF SECURITIES USA LLC                                         |
|               | Sponsor of the ETFS Palladium Trust                            |
|               | (Registrant)                                                   |
|               |                                                           |
| Date: June 4, 2013 | /s/ Graham Tuckwell                                            |   |
|               | Graham Tuckwell                                                |
|               | President and Chief Executive Officer                          |
|               | (Principal Executive Officer)                                  |
|               |                                                           |
|               |                                                           |
| Date: June 4, 2013 | /s/ Christopher Foulds                                         |   |
|               | Christopher Foulds                                             |
|               | Chief Financial Officer and Treasurer                          |
|               | (Principal Financial Officer and Principal Accounting Officer) |

 

* The Registrant is a trust and the persons are signing in their capacities as officers of ETF Securities USA LLC, the Sponsor of the Registrant. 

 

			 		

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