SEC Form 4 · accession 0001140361-18-033718
Klondex Mines Unlimited Liability Co · KLDX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian W. Morris
Officer — Vice President, Exploration
Period of report
Jul 20, 2018
Accepted (ET)
Jul 26, 2018 · 8:07 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001311605
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common SharesF1 | Jul 20, 2018 | D | 38,570 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock OptionsF2 | — | Jul 20, 2018 | D | 337,000 | D | — | — | Common Shares | 337,000 | 0 | D |
| Restricted Share Units ("RSUs")F3 | — | Jul 20, 2018 | D | 46,409 | D | — | — | Common Shares | 46,409 | 0 | D |
| Performance-Based Restricted Share Units ("PSUs")F4 | — | Jul 20, 2018 | D | 37,000 | D | — | — | Common Shares | 37,000 | 0 | D |
Explanation of responses
- F1The common shares were disposed of upon completion of a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement") and pursuant to an arrangement agreement dated March 16, 2018, by and among the Issuer, Hecla Mining Company ("Hecla") and 1156291 B.C. Unlimited Liability Company, a wholly-owned subsidiary of Hecla, in exchange for $32,441.23 in cash, 15,952 common shares of Hecla, having a market value of $3.220 per share on the effective date of the Arrangement (the "Effective Date"), and 4,821 common shares of Havilah Mining Corporation, a subsidiary of Hecla ("Havilah"), having a market value of $0.46 per share on the first date of trading.
- F2Immediately prior to the Effective Date, the outstanding "in-the-money" options were converted into common shares of the Issuer, which were then disposed of pursuant to the Arrangement for $283,450.70 in cash, 139,383 common shares of Hecla, having a market value of $3.220 per share on the Effective Date, and 41,125 common shares of Havilah, having a market value of $0.46 per share on the first date of trading.
- F3Each RSU represented a contingent right to receive the economic equivalent of one common share of the Issuer. Immediately prior to the Effective Date, the RSUs were converted into common shares of the Issuer, which were then disposed of pursuant to the Arrangement in exchange for $39,034.61 in cash, 19,194 common shares of Hecla, having a market value of $3.220 per share on the Effective Date, and 5,801 common shares of Havilah, having a market value of $0.46 per share on the first date of trading.
- F4Each PSU represented a contingent right to receive the economic equivalent of one common share of the Issuer. The PSUs were subject to performance criteria to be determined by the compensation committee of the board of directors of the Issuer. Pursuant to the Arrangement, and following determination that the performance criteria had been satisfied, the PSUs were cancelled in exchange for a cash payment of $2.25 per PSU.