SEC Form 4/A · accession 0001011034-16-000159
Golden Minerals Co · AUMN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Period of report
May 2, 2016
Accepted (ET)
May 4, 2016 · 12:35 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001011509
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | holding | — | — | — | 33,638,944 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF1,F2 | $5.09 | May 2, 2016 | J | 682,897 | A | Mar 20, 2013 | Sep 19, 2017 | Common Stock | 682,897 | 682,897 | D |
| WarrantsF1,F2 | $5.09 | May 2, 2016 | J | 119,352 | A | Sep 10, 2014 | Sep 19, 2017 | Common Stock | 119,352 | 119,352 | D |
| WarrantsF1,F2 | $0.91 | May 2, 2016 | J | 2,900,000 | A | Mar 11, 2015 | Sep 10, 2019 | Common Stock | 2,900,000 | 2,900,000 | D |
| WarrantsF1,F2 | $5.09 | May 2, 2016 | J | 225,441 | A | Jan 19, 2016 | Sep 19, 2017 | Common Stock | 225,441 | 225,441 | D |
| Convertible NoteF1,F3 | $0.29 | May 2, 2016 | J | 4,137,931 | A | Jan 19, 2016 | Oct 27, 2016 | Common Stock | 4,137,931 | 4,137,931 | D |
| WarrantsF1,F4 | $5.09 | May 2, 2016 | J | 102,182 | A | Feb 11, 2016 | Sep 19, 2017 | Common Stock | 102,182 | 102,182 | D |
Explanation of responses
- F1Pursuant to an Agreement Regarding Warrants Exercise and Note Conversion dated May 2, 2016 between the Company and the Reporting Person (the "Agreement"), Reporting Person has agreed not to exercise any Warrants or Conversion Rights under the Convertible Note dated October 27, 2015 until the earlier of (i) July 19, 2016, or (ii) the date on which the Company shareholders approve an increase of the Company's authorized Common Stock from 100,000,000 to 200,000,000 shares and the amendment to the Company's Amended and Restated Certificate of Incorporation is filed and accepted by the Delaware Secretary of State. If the Company's proposed sale of Common Stock and Warrants (the "Financing") has not closed on or before May 9, 2016, the Agreement shall terminate and the restrictions of Reporting Person's right to exercise Warrants and Conversion Rights under the Note shall also terminate.
- F2Reflects exercise price resulting from anti-dilution adjustments triggered by partial exercise of Convertible Note on February 11, 2016. If consummated, the Financing is expected to trigger further anti-dilution adjustments to the Warrant exercise price.
- F3Assumes the highest conversion price of $0.29, which is 90% of the 15 day VWAP as of the date of issuance. Effective February 11, 2016, the Reporting Person converted $3,874,416 in principal and $132,772 in accrued and unpaid interest under the Convertible Note into an aggregate of 23,355,000 shares of Common Stock. As a result, the remaining outstanding principal balance and accrued unpaid interest due under the Convertible Note as of the date of this Report is approximately $1.2 million.
- F4Reflects additional shares issuable upon exercise of Warrants originally issued in 2012 to give effect to anti-dilution adjustments triggered by partial exercise of Convertible Note on February 11, 2016. If consummated, the Financing is expected to trigger further anti-dilution adjustments to the Warrant exercise price.