SEC Form 4 · accession 0001140361-15-034206
Golden Minerals Co · AUMN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey G Clevenger
Director
Period of report
Sep 1, 2015
Accepted (ET)
Sep 2, 2015 · 4:17 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 StockF2,F3 | Sep 1, 2015 | S | 60,000 | $0.3167 | D | 364,806 | D | |
| Common StockF4,F3 | Sep 1, 2015 | M | 172,500 | — | A | 537,306 | D | |
| Common StockF1 | holding | — | — | — | 3,200 | I | By spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF5,F6 | — | Sep 1, 2015 | A | 30,000 | A | — | — | Common Stock | 30,000 | 30,000 | D |
| KELTIP UnitsF4 | — | Sep 1, 2015 | M | 172,500 | D | — | — | Common Stock | 172,500 | 0 | D |
Explanation of responses
- F1The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- F2These shares were sold pursuant to a Rule 10b5-1 plan entered into in March 2014 for the purpose of funding tax liabilities associated with the vesting of restricted stock issued pursuant to the Issuer's Amended and Restated 2009 Equity Incentive plan.
- F3Includes zero shares of restricted common stock that have not yet vested and were granted pursuant to the Issuer's Amended and Restated 2009 Equity Incentive Plan.
- F4Settlement of the December 13, 2013 grant of 172,500 KELTIP units. Settlement is effective on 9/1/2015, the date on which Mr. Clevenger ceased to serve as an officer or employee of the Issuer. KELTIP Units were granted pursuant to the Issuer's 2013 Key Employee Long-Term Incentive Plan. KELTIP units convert into common stock on a one-for-one basis.
- F5Each Restricted Stock Unit represents a contingent right to receive one share of Golden Minerals Company common stock. The Restricted Stock Units will vest on the first to occur of (i) the first anniversary of the grant date and (ii) a Change of Control as defined in Golden Minerals Company's Amended and Restated 2009 Equity Incentive Plan.
- F6Shares of common stock represented by vested Restricted Stock Units will be issued to the reporting person effective on the date on which the reporting person ceases to be a member of the Board of Directors of Golden Minerals Company.