SEC Form 4/A · accession 0001011034-16-000165

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

Sentient Global Resources Fund IV, L.P.

10% Owner

Period of report

May 6, 2016

Accepted (ET)

May 10, 2016 · 12:44 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
Warrants^F1,F2	$4.73	May 6, 2016	J	682,897	A	Mar 20, 2013	Sep 19, 2017	Common Stock	682,897	682,897	D
Warrants^F1,F2	$4.73	May 6, 2016	J	119,352	A	Sep 10, 2014	Sep 19, 2017	Common Stock	119,352	119,352	D
Warrants^F1,F2	$0.87	May 6, 2016	J	2,900,000	A	Mar 11, 2015	Sep 10, 2019	Common Stock	2,900,000	2,900,000	D
Warrants^F1,F2	$4.73	May 6, 2016	J	225,441	A	Jan 19, 2016	Sep 19, 2017	Common Stock	225,441	225,441	D
Convertible Note^F1,F3	$0.29	May 6, 2016	J	4,137,931	A	Jan 19, 2016	Oct 27, 2016	Common Stock	4,137,931	4,137,931	D
Warrants^F1,F4,F2	$4.73	May 6, 2016	J	102,182	A	Feb 11, 2016	Sep 19, 2017	Common Stock	102,182	102,182	D
Warrants^F1,F5	$4.73	May 6, 2016	J	86,531	A	May 6, 2016	Sep 19, 2017	Common Stock	86,531	86,531	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. Number of shares issuable upon exercise of Warrants and conversion of the Convertible Note have not been modified to give effect to the temporary provisions of this Agreement.
F2Reflects revised Warrant exercise price resulting from anti-dilution adjustments triggered by Financing described in Footnote 5 of this Report.
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 and unpaid interest due under the Convertible Note as of the date of this Report is approximately $1.2 million.
F4Reflects additional shares issuable upon conversion of Warrants originally issued in 2012 to give effect to anti-dilution adjustments triggered by partial exercise of Convertible Note on February 11, 2016.
F5Reflects additional shares issuable upon exercise of Warrants originally issued in 2012 to give effect to anti-dilution adjustments triggered by May 6, 2016 closing of a registered direct offering of 8,000,000 shares of Common Stock of the Company, par value $0.01 per share ("Common Stock") at a price of $0.50 per share (the "Offering"), and in a concurrent private placement transaction of common stock purchase warrants to purchase up to 6,000,000 shares of Common Stock at an exercise price of $0.75 per share (the "Private Placement"), and together with the Offering, (the "Financing"), for aggregate gross proceeds of $4,000,000.