SEC Form 3 · accession 0000902664-16-004754
WHITE MOUNTAIN TITANIUM CORP · WMTM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | holding | — | — | — | 6,594,000 | I | See footnote |
Table II — derivative securities
Explanation of responses
- F1Shares of common stock, $0.001 par value per share (the "Shares") of White Mountain Titanium Corp. (the "Issuer") held directly by Rubicon Master Fund. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, each of Rubicon Fund Management (Jersey) Limited, Rubicon Fund Management Limited and Rubicon Fund Management LLP may, pursuant to certain investment agreements, be deemed to beneficially own the securities reported herein directly held by Rubicon Master Fund. The filing of this statement shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein.
Remarks
On December 30, 2015, Rubicon Fund Management (Jersey) Limited, investment manager to Rubicon Master Fund, sent a letter to the Issuer (the "Meeting Request Letter") on behalf of Rubicon Master Fund in support of other stockholders (the "Other Holders") requesting that the Issuer hold a Special Meeting for purposes including, but not limited to, electing new directors to the board of the Issuer. The Reporting Persons believe that similar requests were made by other stockholders who collectively beneficially own more than 10% of the outstanding Shares. While the Reporting Persons do not believe that sending the Meeting Request Letter results in their being part of a "group" within the meaning of Rule 13d-5 of the Act with the Other Holders, and the Reporting Persons expressly disaffirm the existence of a group with the Other Holders with regard to the Shares, the Reporting Persons out of an abundance of caution have determined to make this filing on Form 3.