SEC Form 4 · accession 0001235110-18-000008
General Moly, Inc · GMO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert Ira Pennington
Officer — Chief Operating Officer
Period of report
Jan 16, 2018
Accepted (ET)
Jan 17, 2018 · 4:04 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001275229
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 16, 2018 | M | 300,000 | $0.00 | A | 1,145,962 | D | |
| Common StockF2 | Jan 16, 2018 | F | 112,152 | $0.39 | D | 1,033,810 | D | |
| Common StockF3 | holding | — | — | — | 158,000 | I | By Robert Pennington Dolores R. Pennington P/ADM Mineral Development LLC Dated 10-15-2007 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted stock unitsF4,F5 | — | Jan 16, 2018 | M | 300,000 | D | — | — | Common Stock | 300,000 | 0 | D |
| Restricted stock unitsF4,F6 | — | Jan 16, 2018 | A | 400,000 | A | — | — | Common Stock | 400,000 | 400,000 | D |
Explanation of responses
- F1Represents acquisition of common stock upon vesting of restricted stock units.
- F2Represents withholding of shares to satisfy tax obligations upon the vesting of restricted stock units.
- F3Robert Pennington is the sole member of the Robert Pennington Dolores R. Pennington P/ADM Mineral Development LLC.
- F4Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.
- F5The restricted stock units vest on the earliest to occur of (i) a financing plan for the Mt. Hope Project approved by the issuer's board of directors; (ii) a Change of Control (as defined in the reporting person's employment agreement with the issuer); (iii) involuntary termination (absent cause); or (iv) January 16, 2018. Vested shares will be delivered to the reporting person within sixty (60) days, except as otherwise required by Section 409A of the Internal Revenue Code of 1986, as amended. The original Form 4 reported an incorrect vesting date.
- F6The restricted stock units vest on the earliest to occur of (i) a financing plan for the Mt. Hope Project approved by the issuer's board of directors; (ii) a Change of Control (as defined in the reporting person's employment agreement with the issuer); (iii) involuntary termination (absent cause); or (iv) January 16, 2019. Vested shares will be delivered to the reporting person within sixty (60) days, except as otherwise required by Section 409A of the Internal Revenue Code of 1986, as amended.