SEC Form 5 · accession 0001019056-18-000192
Paramount Gold Nevada Corp. · PZG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jun 30, 2017
Accepted (ET)
Jan 24, 2018 · 9:46 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001629210
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF1,F2,F3 | Jul 17, 2017 | P | 3,100 | $1.50 | A | 3,247,178 | D | |
| Common Stock, par value $0.01 per shareF2,F3 | Jul 18, 2017 | P | 2,900 | $1.53 | A | 3,247,178 | D | |
| Common Stock, par value $0.01 per shareF2,F3 | Jul 19, 2017 | P | 2,200 | $1.56 | A | 3,247,178 | D | |
| Common Stock, par value $0.01 per shareF2,F3 | Jul 20, 2017 | P | 1,300 | $1.55 | A | 3,247,178 | D | |
| Common Stock, par value $0.01 per shareF2,F3 | Jul 21, 2017 | P | 600 | $1.56 | A | 3,247,178 | D | |
| Common Stock, par value $0.01 per shareF2,F3 | Jul 24, 2017 | P | 500 | $1.56 | A | 3,247,178 | D | |
| Common Stock, par value $0.01 per shareF2,F3 | Jul 25, 2017 | P | 600 | $1.54 | A | 3,247,178 | D | |
| Common Stock, par value $0.01 per shareF2,F3 | Jul 26, 2017 | P | 1,000 | $1.55 | A | 3,247,178 | D | |
| Common Stock, par value $0.01 per shareF2,F3 | Jul 27, 2017 | P | 1,700 | $1.51 | A | 3,247,178 | D | |
| Common Stock, par value $0.01 per shareF2,F3 | Jul 28, 2017 | P | 1,800 | $1.49 | A | 3,247,178 | D | |
| Common Stock, par value $0.01 per shareF2,F3 | Jul 31, 2017 | P | 1,000 | $1.50 | A | 3,247,178 | D | |
| Common Stock, par value $0.01 per shareF2,F3 | Aug 1, 2017 | P | 600 | $1.50 | A | 3,247,178 | D | |
| Common Stock, par value $0.01 per shareF2,F3 | Aug 2, 2017 | P | 1,400 | $1.45 | A | 3,247,178 | D | |
| Common Stock, par value $0.01 per shareF2,F3 | Aug 3, 2017 | P | 2,280 | $1.42 | A | 3,247,178 | D | |
| Common Stock, par value $0.01 per shareF2,F3 | Aug 4, 2017 | P | 2,000 | $1.48 | A | 3,247,178 | D | |
| Common Stock, par value $0.01 per shareF2,F3 | Aug 7, 2017 | P | 1,822 | $1.44 | A | 3,247,178 | D | |
| Common Stock, par value $0.01 per shareF2,F3 | Aug 8, 2017 | P | 2,200 | $1.43 | A | 3,247,178 | D | |
| Common Stock, par value $0.01 per shareF2,F3 | Aug 9, 2017 | P | 2,100 | $1.43 | A | 3,247,178 | D | |
| Common Stock, par value $0.01 per shareF2,F3 | Aug 10, 2017 | P | 1,480 | $1.46 | A | 3,247,178 | D | |
| Common Stock, par value $0.01 per shareF2,F3 | Aug 11, 2017 | P | 500 | $1.45 | A | 3,247,178 | D |
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 StockF4 | — | holding | — | — | — | Feb 14, 2017 | Feb 14, 2019 | Common Stock | 248,400 | 248,400 | D |
Explanation of responses
- F1All shares acquired in the transactions reported in Table I of this Form 5 were acquired by FCMI Parent Co. and were included in the total beneficial ownership of the Reporting Persons shown in Column 5, "Amount of Securities Beneficially Owned Following Reported Transaction(s)," of the Form 4 filed by the Reporting Persons on October 16. 2017.
- F2Of such 3,247,178 shares owned at the Issuer's fiscal year end, 2,024,967 shares are owned directly by FCMI Parent Co., and 1,222,211 shares are owned directly by FCMI Financial Corporation, its wholly owned subsidiary. Subsequent to such year end, FCMI Parent Co. acquired additional shares of the Issuer's common stock, including 1,075,000 shares reported in a Form 4 filed by the Reporting Persons on October 16, 2017, the shares reported in this Form 5 and additional shares being reported in Form 5 statements being filed on the date hereof. Footnote 2 continued in Footnote 3.
- F3Continued from Footnote 2. On the date of this Form 5, the reporting persons own a total of 4,347,910 shares, of which 3,125,699 shares are owned directly by FCMI Parent Co., and 1,222,211 shares are owned directly by FCMI Financial Corporation. The Warrants listed in Table II are owned directly by FCMI Parent Co. Each Warrant is exercisable to purchase one-half share of the Issuer's common stock. Mr. Albert D. Friedberg is the President of FCMI Parent Co., which is owned by Mr. Friedberg and members of his family and controlled by Mr. Friedberg.
- F4From February 14, 2017 to and including February 14, 2018, $2.00 per share; from February 15, 2018 to and including February 14, 2019, $2.25 per share, in each case subject to adjustment for certain events set forth in the warrants.
Remarks
Form 5 - Part 2 of 3.