SEC Form 3 · accession 0001144204-17-044111
URANIUM ENERGY CORP · UEC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Period of report
Aug 9, 2017
Accepted (ET)
Aug 18, 2017 · 2:14 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001334933
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F12,F13,F2 | holding | — | — | — | 3,416,732 | I | See footnote. | |
| Common StockF1,F12,F13,F3 | holding | — | — | — | 3,416,732 | I | See footnote. | |
| Common StockF1,F12,F13,F4 | holding | — | — | — | 2,847,277 | I | See footnote. | |
| Common StockF1,F12,F13,F5 | holding | — | — | — | 2,002,661 | I | See footnote. | |
| Common StockF1,F12,F13,F6 | holding | — | — | — | 2,895,336 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF1,F12,F13,F7 | $2.30 | holding | — | — | — | Aug 9, 2017 | Aug 9, 2022 | Common Stock | 2,578,005 | — | I |
| WarrantsF1,F12,F13,F8 | $2.30 | holding | — | — | — | Aug 9, 2017 | Aug 9, 2022 | Common Stock | 2,578,005 | — | I |
| WarrantsF1,F12,F13,F9 | $2.30 | holding | — | — | — | Aug 9, 2017 | Aug 9, 2022 | Common Stock | 2,148,337 | — | I |
| WarrantsF1,F12,F13,F10 | $2.30 | holding | — | — | — | Aug 9, 2017 | Aug 9, 2022 | Common Stock | 1,511,054 | — | I |
| WarrantsF1,F12,F13,F11 | $2.30 | holding | — | — | — | Aug 9, 2017 | Aug 9, 2022 | Common Stock | 2,184,599 | — | I |
Explanation of responses
- F1Each of Pacific Road Resources Reno Creek Cayco 1 Ltd. ("PR Cayco 1"), Pacific Road Resources Reno Creek Cayco 2 Ltd. ("PR Cayco 2"), Pacific Road Resources Reno Creek Cayco 3 Ltd. ("PR Cayco 3"), Pacific Road Resources Reno Creek Cayco 4 Ltd. ("PR Cayco 4") and Reno Creek Unit Trust ("Trust", and together with PR Cayco 1, PR Cayco 2, PR Cayco 3 and PR Cayco 4, the "Parties") acted together in negotiating the sale to the Issuer of the Parties' common shares of Reno Creek Holdings Inc. in consideration for the Common Shares and warrants described in this Form 3 (the "Transaction"). The Parties may be deemed to be a "group", pursuant to Section 13(d)(3) Securities Exchange Act of 1934 (the "Exchange Act"), by virtue of together negotiating and being signatories to the share purchase agreement with Uranium Energy Corp. (the "Issuer") relating to the Transaction.
- F10Represents 1,511,054 Common Shares underlying a warrant granted to PR Cayco 4 on August 9, 2017. PRGP may be deemed to have voting and dispositive power and, therefore, beneficial ownership over the warrant and Common Shares upon exercise of such warrant by virtue of PRGP being the general partner of AIV 4, the sole shareholder of PR Cayco 4. The exercise price is subject to adjustments upon the occurrence of certain events, such as stock dividends and splits, rights offerings, special distributions and certain other transactions.
- F11Represents 2,184,599 Common Shares underlying a warrant granted to the Trust on August 9, 2017. PRGP disclaims beneficial ownership of the warrant and Common Shares upon exercise of such warrant. The exercise price is subject to adjustments upon the occurrence of certain events, such as stock dividends and splits, rights offerings, special distributions and certain other transactions.
- F12By virtue of the transactions described herein and in that certain statement on Schedule 13G filed on August 18, 2017, by the Reporting Person, pursuant to Section 13(d)(3) of the Exchange Act, the Reporting Person and the other persons listed therein may be considered to be a "group"; however, neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by such persons that such a group exists.
- F13The Reporting Person does not directly own any Common Shares or warrants. The filing of this statement shall not be deemed, or construed as, an admission that PRGP 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 Cayco 1, Cayco 2, Cayco 3, Cayco 4, AIV 1, AIV 2, AIV 3, AIV 4, the Trust, PRCM Nominees Pty Limited and PRGP disclaims beneficial ownership of such Common Shares and warrants except to the extent of their pecuniary interest therein.
- F2Pacific Road Capital Management G.P. Limited ("PRGP") is filing this Form 3 because it may be deemed to have voting and dispositive power and, therefore, beneficial ownership over the shares of common stock, par value $0.001 ("Common Shares") of the Issuer held by PR Cayco 1 by virtue of PRGP being the general partner of Pacific Road Resources Reno Creek AIV 1 LP ("AIV 1"), the sole shareholder of PR Cayco 1.
- F3PRGP may be deemed to have voting and dispositive power and, therefore, beneficial ownership over the Common Shares of the Issuer held by PR Cayco 2 by virtue of PRGP being the general partner of Pacific Road Resources Reno Creek AIV 2 LP ("AIV 2"), the sole shareholder of PR Cayco 2.
- F4PRGP may be deemed to have voting and dispositive power and, therefore, beneficial ownership over the Common Shares of the Issuer held by PR Cayco 3 by virtue of PRGP being the general partner of Pacific Road Resources Reno Creek AIV 3 LP ("AIV 3"), the sole shareholder of PR Cayco 3.
- F5PRGP may be deemed to have voting and dispositive power and, therefore, beneficial ownership over the Common Shares of the Issuer held by PR Cayco 4 by virtue of PRGP being the general partner of Pacific Road Resources Reno Creek AIV 4 LP ("AIV 4"), the sole shareholder of PR Cayco 4.
- F6Represents 2,895,336 Common Shares of the Issuer held by the Trust. Voting and dispositive decisions for the Trust are made by its trustee, PRCM Nominees Pty Limited. PRGP disclaims beneficial ownership of such Common Shares.
- F7Represents 2,578,005 Common Shares underlying a warrant granted to PR Cayco 1 on August 9, 2017. PRGP may be deemed to have voting and dispositive power and, therefore, beneficial ownership over the warrant and Common Shares upon exercise of such warrant by virtue of PRGP being the general partner of AIV 1, the sole shareholder of PR Cayco 1. The exercise price is subject to adjustments upon the occurrence of certain events, such as stock dividends and splits, rights offerings, special distributions and certain other transactions.
- F8Represents 2,578,005 Common Shares underlying a warrant granted to PR Cayco 2 on August 9, 2017. PRGP may be deemed to have voting and dispositive power and, therefore, beneficial ownership over the warrant and Common Shares upon exercise of such warrant by virtue of PRGP being the general partner of AIV 2, the sole shareholder of PR Cayco 2. The exercise price is subject to adjustments upon the occurrence of certain events, such as stock dividends and splits, rights offerings, special distributions and certain other transactions.
- F9Represents 2,148,337 Common Shares underlying a warrant granted to PR Cayco 3 on August 9, 2017. PRGP may be deemed to have voting and dispositive power and, therefore, beneficial ownership over the warrant and Common Shares upon exercise of such warrant by virtue of PRGP being the general partner of AIV 3, the sole shareholder of PR Cayco 3. The exercise price is subject to adjustments upon the occurrence of certain events, such as stock dividends and splits, rights offerings, special distributions and certain other transactions.