UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.4)*

Primero Mining Corp.

(Name of Issuer)  

COMMON SHARES  

(Title of Class of Securities)

74164W106

  (CUSIP Number)

  September 14, 2016

  (Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[X] Rule 13d-1(b)
[   ] Rule 13d-1(c)
[   ] Rule 13d-1(d)
 
*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 the disclosures provided in a prior cover page.

The information required in 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).  
 
Page 1 of 5 pages

CUSIP No.             74164W106

1.	Names of Reporting Persons  
I.R.S. Identification Nos. of above persons (entities only)  
Van Eck Associates Corporation  
666 Third Ave., 9th Floor, New York, NY 10017	
	
2.	Check the Appropriate Box if a Member of a Group (See Instructions)  	
(a)	               N/A  	
(b)  	 	

3	SEC Use Only  	

4.	Citizenship or Place of Organization:        Delaware	

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With  	5.	Sole Voting Power  	20,695,510 common shares  	
	 	 	 	
	6.	Shared Voting Power  	None  	
	 	 	 	
	7.	Sole Dispositive Power  	20,695,510 common shares  	
	 	 	 	
	8.	Shared Dispositive Power  	  None	

9.	Aggregate Amount Beneficially Owned by Each Reporting Person  20,695,510 Common Shares are held within mutual funds and other client accounts managed by Van Eck Associates Corporation, one of which individually own more than 5% of the outstanding shares.	
	
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)      N/A  	

11.	Percent of Class Represented by Amount in Row (9)      11.02 %  	

12.	Type of Reporting Person (See Instructions)        IA	
 
Page 2 of 5 pages

 

 

 	 	
Item 1. (a)	Name of Issuer
Primero Mining Corp.	
 	 	
Item 1. (b)	Address of Issuer's Principal Executive Offices
79 Wellington St. West, Suite 2100, P.O. Box 139, Toronto, A6 M5K 1H1	
 	 	
Item 2. (a)	Name of Person Filing
Van Eck Associates Corporation	
 	 	
Item 2. (b)	Address of Principal Business Office or, if none, Residence
666 Third Ave. - 9th Floor, New York, New York 10017  	
 	 	
Item 2. (c)	Citizenship or Place of Organization:
Delaware  	
 	 	
Item 2. (d)	Title of Class of Securities
Common Shares  	
 	 	
Item 2. (e)	CUSIP Number
Not Applicable  	
 	 	
Item 3.	If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:	
 	 	
(a)	 [   ]  	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). 	
 	 	 	
(b)	 [   ]  	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). 	
 	 	 	
(c)	 [   ]  	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). 	
 	 	 	
(d)	 [   ]  	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). 	
 	 	 	
(e)	 [X]  	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); 	
 	 	 	
(f)	 [   ]  	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);	
 	 	 	
(g)	 [   ]  	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);  	
 	 	 	
(h)	 [   ]  	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);  	
 	 	 	
(i)	 [   ]  	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);	
 	 	 	
(j) 	 [   ]  	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).	
 	 	 	
Page 3 of 5 pages  

 

 
 	 	 	
Item 4.	Ownership.	
 	 	 	
 	(a)      	Amount beneficially owned:  20,695,510 Common Shares  	
 	
 	(b)      	Percent of class: 11.02 %  	
 	
 	(c)      	Number of shares as to which the person has:  	
 	
 	 	 	(i)      	Sole power to vote or to direct the vote      20,695,510 Common Shares  	
 	
 	 	 	(ii)      	Shared power to vote or to direct the vote      None  	
 	
 	 	 	(iii)      	Sole power to dispose or to direct the disposition of   20,695,510 Common Shares  	
 	
 	 	 	(iv)      	Shared power to dispose or to direct the disposition of      None  	
 	
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 the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:
[ ]	
 	 	
Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
The VanEck Vectors Junior Gold Miners ETF, an investment company registered under the Investment company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of 20,483,843 of the shares reported by Van Eck Associates Corp.	
 	 	
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
Not applicable.  	
 	 	
Item 9.	Notice of Dissolution of Group
Not applicable.  	
 	 	
Item 10.	Certification	
 	 	
 	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.  	

 
Page 4 of 5 pages

 

 
 
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.
 
 	October 7, 2016	

 	Date  	
 	 	
 	/S/ James L. Parker	
 		
 	Signature  	
 	James L. Parker, Assistant Treasurer	

 	Name/Title  	

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath this signature.  
 
Page 5 of 5 pages