SEC Form 4 · accession 0001179110-17-006214
McEwen Inc. · MUX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert Ross McEwen
Officer — Chairman and CEO · Director · 10% Owner
Period of report
Apr 26, 2017
Accepted (ET)
Apr 27, 2017 · 3:58 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000314203
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Apr 26, 2017 | A | 101,266 | — | A | 101,266 | D | |
| Common StockF1 | Apr 26, 2017 | A | 352,800 | — | A | 352,800 | I | by wife |
| Common StockF1 | Apr 26, 2017 | A | 2,541,631 | — | A | 2,541,631 | I | by corporation |
| Common Stock | holding | — | — | — | 75,791,658 | I | by corporation |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Subscription receiptsF3,F2 | — | Apr 26, 2017 | A | 405,740 | A | — | — | Common Stock | 405,740 | 405,740 | I |
Explanation of responses
- F1Pursuant to that certain Arrangement Agreement dated February 13, 2017 between McEwen Mining Inc. and Lexam VG Gold Inc. ("Arrangement Agreement"), each holder of Lexam VG Gold shares is entitled to receive 0.056 of a McEwen Mining share for each Lexam share owned immediately prior to the effective date of the Arrangement.
- F2Pursuant to the Arrangement Agreement and the Plan of Arrangement approved by the Lexam shareholders and contemplated by the Arrangement Agreement ("Plan of Arrangement"), the subscription receipts shall automatically convert into (i) if the McEwen Mining shareholders approve the issuance of the McEwen shares at the annual meeting of shareholders, one share of McEwen Mining common stock for each subscription receipt; or (ii) if the shareholders of McEwen Mining fail to approve the issuance of the McEwen Mining shares, an amount in cash equal to the product of (a) the closing price of the McEwen Mining common stock on the NYSE on the last trading day prior to the date of the annual meeting and (b) the number of subscription receipts held by the reporting person.
- F3Pursuant to the terms of the Arrangement Agreement and the Plan of Arrangement, one subscription receipt shall be issued to the reporting person for each McEwen Mining share in excess of one percent of the number of McEwen Mining shares outstanding immediately prior to the effective time of the Arrangement that the reporting person would be entitled to receive under the Plan of Arrangement.