Form 6-K PRIMERO MINING CORP For: Jun 13

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

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2016

Commission File No. 001-35278

PRIMERO MINING CORP.
(Translation of registrant's name into English)

Suite 2100, 79 Wellington Street West,
TD South Tower, P.O Box 139
Toronto, Ontario
M5K 1H1 Canada
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F

Form 20-F [   ] Form 40-F [X]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) [ ] Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) [ ] Indicate by check mark whether the registrant, by furnishing the information contained in this Form, is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes [   ] No [X]

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- __________

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SUBMITTED HEREWITH

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SIGNATURES

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

Date: June 13, 2016

PRIMERO MINING CORP.

“Wendy Kaufman”                

Wendy Kaufman
Chief Financial Officer

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FORM 51-102F3
MATERIAL CHANGE REPORT

Item 1

Name and Address of Company

Primero Mining Corp.
79 Wellington Street West, TD Tower South
Suite 2100, P.O.Box 139, Toronto-Dominion Centre
Toronto, Ontario, M5K 1H1

Item 2

Date of Material Change

June 6, 2016

Item 3

News Release

A news release was issued by Primero Mining Corp. (“Primero”) on June 6, 2016 through the facilities of Marketwired and subsequently filed on SEDAR.

Item 4

Summary of Material Change

Primero announced that it has entered into an agreement with a syndicate of underwriters pursuant to which the underwriters have agreed to purchase on a bought-deal basis, 19,150,000 units of Primero (the “Units”) at a price of Cdn$2.35 per Unit (the “Offering”), representing aggregate gross proceeds to Primero of Cdn$45,002,500.

5.1	Full Description of Material Change

Primero announced that it has entered into an agreement with a syndicate of underwriters pursuant to which the underwriters have agreed to purchase on a bought-deal basis, 19,150,000 Units at a price of Cdn$2.35 per Unit, representing aggregate gross proceeds to Primero of Cdn$45,002,500.

Each Unit will consist of one common share of Primero (“Common Share”) and one-half of one common share purchase warrant of Primero (each whole common share purchase warrant a “Warrant”). Each whole Warrant will entitle the holder thereof to acquire one Common Share of Primero at an exercise price of Cdn$3.35 per Common Share, for a period of 24 months following the closing of the Offering.

The Common Shares and the Warrants comprising the Units will separate following the closing of the Offering. Each whole Warrant will entitle the holder to acquire, subject to adjustment in certain circumstances, one Common Share at an exercise price of Cdn$3.35 until 5:00 p.m. (Toronto time) on the date that is 24 months from the Closing Date, after which time the Warrants will be void and of no value.

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Primero has also granted the underwriters an over-allotment option to purchase up to an additional 2,872,500 Units, at a price of Cdn$2.35 per Unit, on the same terms and conditions as the Offering, exercisable at any time, in whole or in part, until the date that is 30 days following the closing of the Offering.

The net proceeds of the Offering will be used to advance development at Primero’s San Dimas and Black Fox mines as well as for exploration, working capital and general corporate purposes. The Offering is anticipated to close on or about June 24, 2016 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange and the applicable securities regulatory authorities.

5.2	Disclosure for Restructuring Transactions

Not applicable.

Item 6

Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7

Omitted Information

Not applicable.

Item 8

Executive Officer

Further information regarding the matters described in this report may be obtained from Tamara Brown, Vice-President, Corporate Development & Investor Relations of Primero, who is knowledgeable about the details of this material change and may be contacted at (416) 814-3168 or [email protected].

Item 9

Date of Report

June 9, 2016.

This material change report shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction in which such offer, sale or solicitation would be unlawful. The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of such Act.

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