SEC Form 4 · accession 0001144204-15-000509
Midway Gold Corp · MDW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Martin M Hale Jr.
Director · 10% Owner · Other
Period of report
Jan 2, 2015
Accepted (ET)
Jan 5, 2015 · 5:07 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001319009
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Shares, no par value (the "Common Shares")F1,F2 | Jan 2, 2015 | A | 1,626,269 | — | A | 22,577,314 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The Common Shares reported herein were issued to (i) HCP-MID, LLC, a Delaware limited liability company ("HCP-MID"), (ii) EREF-MID II, LLC, a Delaware limited liability company ("EREF-MID II"), and (iii) INV-MID, LLC, a Delaware limited liability company ("INV-MID"), as a dividend payment on the Series A Preferred Shares of the Issuer held by each of them and were approved in advance by the Issuer's board of directors in the manner prescribed by Rule 16b-3(d). Hale Fund Management, LLC, a Delaware limited liability company ("HFM"), is the manager of INV-MID, but as manager does not have voting or investment power over any securities held by INV-MID or issuable upon conversion or exercise of any securities held by INV-MID.
- F2The Common Shares reported herein are held by Hale Capital Partners, LP, a Delaware limited partnership ("HCP"), HCP-MID, EREF-MID, LLC, a Delaware limited liability company ("EREF-MID"), EREF-MID II and INV-MID. Martin M. Hale, Jr. ("MH") is the Chief Executive Officer of HCP, the sole member of HCP-MID. MH is also (i) the sole owner and managing member of Hale Fund Partners, LLC, a Delaware limited liability company ("HFP"), the general partner of HCP and (ii) the sole owner and Chief Executive Officer of HFM. HFM is (i) the manager and an equity holder of INV-MID, (ii) the general partner of Hale Capital Management, LP ("HCM"), the manager of HCP and (iii) the manager of each of EREF-MID and EREF MID II. Each of HCP, HCP-MID, EREF-MID, EREF-MID II, INV-MID, MH, HFP, HFM and HCM disclaims beneficial ownership of the securities reported herein, except to the extent of his or its pecuniary interest therein.
Remarks
MH serves as a director on the board of directors of the Issuer. Accordingly, HCP, HCP-MID, EREF-MID, EREF-MID II, INV-MID, HFP, HFM and HCM may be deemed to be directors by deputization.