SEC Form 4 · accession 0000899243-15-010504
NextSource Materials Inc. · NSRC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
VR Advisory Services Ltd
10% Owner
VR Global Partners, L.P.
10% Owner
VR Capital Group Ltd.
10% Owner
Richard Deitz
10% Owner
VR Capital Participation Ltd.
10% Owner
VR Capital Holdings Ltd.
10% Owner
Period of report
Jan 7, 2014
Accepted (ET)
Dec 30, 2015 · 4:10 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001302084
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.001F3 | Jan 7, 2014 | P | 4,250,000 | $0.1137 | A | 6,511,904 | I | See Footnote |
| Common Stock, $0.001F1,F2 | Jan 15, 2014 | S | 500,000 | $0.135 | D | 18,567,309 | I | See Footnote |
| Common Stock, $0.001F1,F2 | Feb 12, 2014 | S | 500,000 | $0.16 | D | 18,067,309 | I | See Footnote |
| Common Stock, $0.001F1,F2 | Aug 27, 2014 | S | 802,000 | $0.1605 | D | 17,265,309 | I | See Footnote |
| Common Stock, $0.001F1,F2 | Aug 29, 2014 | S | 239,500 | $0.16 | D | 17,025,809 | I | See Footnote |
| Common Stock, $0.001F1,F2 | Sep 12, 2014 | S | 1,500,000 | $0.1788 | D | 15,525,809 | I | See Footnote |
| Common Stock, $0.001F1,F2 | Sep 19, 2014 | P | 3,620,000 | $0.14 | A | 19,145,809 | I | See Footnote |
| Common Stock, $0.001F1,F2 | Jul 31, 2015 | X | 3,334,000 | $0.00 | A | 22,479,809 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants to Purchase Common StockF1,F2 | $0.18 | Jan 7, 2014 | P | 7,250,000 | A | Jan 7, 2014 | Jan 14, 2017 | Common Stock, $0.001 | 7,250,000 | 8,678,571 | I |
| Warrants to Purchase Common StockF3 | $0.18 | Jan 7, 2014 | P | 2,125,000 | A | Jan 7, 2014 | Jan 14, 2017 | Common Stock, $0.001 | 2,125,000 | 2,839,285 | I |
| Special Warrants(Right to acquire Common Stock and Warrants)F1,F2,F4,F5 | $0.00 | Apr 24, 2015 | P | 3,334,000 | A | — | — | See Footnote 5 | — | 3,334,000 | I |
| Special Warrants(Right to acquire Common Stock and Warrants)F1,F2,F4,F5 | $0.00 | Jul 31, 2015 | X | 3,334,000 | D | — | — | See Footnote 5 | — | 0 | I |
| Warrants to Purchase Common StockF1,F2 | $0.14 | Jul 31, 2015 | X | 1,667,000 | A | Jul 31, 2015 | May 4, 2018 | Common Stock, $0.001 | 1,667,000 | 8,917,000 | I |
Explanation of responses
- F1The filing of this Form 4 shall not be construed as an admission that VR Advisory Services Ltd ("VR"), VR Capital Participation Ltd. ("VRCP"), the sole shareholder of VR, VR Capital Goup ("VRCG"), the sole shareholder of VRCP, VR Capital Holdings Ltd. ("VRCH"), the sole shareholder of VRCG, or Richard Deitz, the principal of VR, VRCP, VRCG and VRCH, is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the Common Stock, $0.001 (the "Common Stock"), or warrants exercisable to purchase Common Stock of Energizer Resources Inc. (the "Issuer") purchased by VR Global Partners, L.P. Pursuant to Rule 16a-1, VR, VRCP, VRCG, VRCH and Mr. Deitz disclaim such beneficial ownership except to the extent of its or his spective pecuniary interest therein.
- F2VR Global Partners, L.P., for which VR is the general partner, currently holds 22,479,809 shares of Common Stock of the Issuer and warrants exercisable to purchase 8,917,000 shares of Common Stock of the Issuer. VRCP is the sole shareholder of VR. VRCG is the sole shareholder of VRCP. VRCH is the sole shareholder of VRCG. Richard Deitz reports the Common Stock and warrants exerciable to purchase Common Stock held indirectly by VR, VRCP, VRCG and VRCH because, as the principal of VR, VRCP, VRCG and VRCH at the time of purchase, he controlled the disposition and voting of the securities.
- F3VRCP currently holds 6,511,904 shares of Common Stock of the Issuer and warrants exercisable to purchase 2,125,000 shares of Common Stock of the Issuer. VRCG reports the Common Stock and warrants exerciable to purchase Common Stock held VRCP because it is the sole shareholder of VRCP. VRCH reports the Common Stock and warrants exerciable to purchase Common Stock held VRCP because it is the sole shareholder of VRCG, the sole shareholder of VRCP. Richard Deitz reports the Common Stock and warrants exerciable to purchase Common Stock held VRCP because, as the principal of VRCP, VRCG and VRCH at the time of purchase, he controlled the disposition and voting of the securities.
- F4The Special Warrants will be deemed to be exercised without payment of additional consideration or further action on the earlier of (i) the third business day following the day upon which the Issuer obtains a receipt for a final prospectus qualifying the Common Stock and warrants exercisable to purchase Common Stock from the securities regulatory authority in of the provinces of British Columbia, Ontario, Alberta and certain other jurisdictions in which the Special Warrants are sold and further provided that the Issuer has filed (and has in effect) a resale registration statement in the United States with the Securities and Exchange Commission relating to the Common Stock and warrants exercisable to purchase Common Stock and (ii) October 28, 2015 (the "Automatic Conversion Date"). The Automatic Conversion Date was satisfied pursuant to (i) above on July 31, 2015.
- F5The Special Warrants are automatically convertible on the Automatic Conversion Date into 3,334,000 shares of Common Stock and warrants exercisable to purchase 1,667,000 shares of Common Stock.