SEC Form SC 13G/A filed

First Majestic Silver Corp.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

32076V103

(CUSIP Number)

December 31, 2020

(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)

Rule 13d-1(d)

ITEM 1.

(a)

Name of Issuer:

First Majestic Silver Corp. (the “Issuer”)

(b)

Address of Issuer’s Principal Executive Offices:

925 West Georgia Street, Suite 1800

Vancouver, British Columbia

V6C 3L2

Canada

ITEM 2.

(a)

Name of Person Filing:

This Amendment no. 2 to Schedule 13G is being jointly filed by the following reporting persons (each a “Reporting Person” and collectively, the “Reporting Persons”):

Wheaton Precious Metals Corp. (“Wheaton”); and

Wheaton Precious Metals International Ltd., a direct, wholly owned subsidiary of Wheaton (“Wheaton International”).

(b)

Address of Principal Business Office, or if None, Residence:

The Principal Business Office of Wheaton is:

Suite 3500 - 1021 West Hastings Street

Vancouver, British Columbia

V6E 0C3

Canada

The Principal Business Office of Wheaton International is:

Suite 300, 94 Solaris Avenue

Camana Bay

P.O. Box 1791 GT, Grand Cayman

Cayman Islands KY1-1109

(c)

Citizenship:

Wheaton is a corporation organized under the laws of Ontario, Canada.

Wheaton International is a company organized under the laws of the Cayman Islands.

(d)

Title of Class of Securities:

Common shares, no par value (the “Common Shares”)

(e)

CUSIP Number:

32076V103

ITEM 3.

IF THIS STATEMENT IS FILED PURSUANT TO §240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:

Not applicable.

ITEM 4.

OWNERSHIP

(a)

Amount beneficially owned:

See Row 9 of the cover page for each Reporting Person.

(b)

Percent of class:

See Row 11 of the cover page for each Reporting Person.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote

See Row 5 of the cover page for each Reporting Person.

(ii)

Shared power to vote or to direct the vote

See Row 6 of the cover page for each Reporting Person.

(iii)

Sole power to dispose or to direct the disposition of

See Row 7 of the cover page for each Reporting Person.

(iv)

Shared power to dispose or to direct the disposition of

See Row 8 of the cover page for each Reporting Person.

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

If this statement is being filed to report the fact that as of the date hereof a Reporting Person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Not applicable.

ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

Not applicable.

ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

See Exhibit 99.1.

ITEM 9.

NOTICE OF DISSOLUTION OF GROUP

Not applicable.

ITEM 10.

CERTIFICATIONS.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

WHEATON PRECIOUS METALS CORP.

By:

/s/ Curt Bernardi

Name: Curt Bernardi

Title: Senior Vice President, Legal and Corporate Secretary

WHEATON PRECIOUS METALS INTERNATIONAL LTD.

By:

/s/ Nik Tatarkin

Name: Nik Tatarkin

Title: President

Exhibit Number

Description

99.2

Joint Filing Agreement by and between Wheaton Precious Metals Corp. and Wheaton Precious Metals International Ltd., dated as of May 21, 2018.^*