SEC Form 4 · accession 0000919574-17-008640

Applied Minerals, Inc. · AMNL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On November 4, 2014, Applied Minerals, Inc. (the "Issuer") issued to Samlyn Onshore Fund, LP, a Delaware limited partnership ("Samlyn Onshore Fund"), a 10% PIK-Election Convertible Note in the principal amount of $3,480,000 (the "Onshore Convertible Note") and issued to Samlyn Offshore Master Fund, Ltd., a Cayman Islands corporation ("Samlyn Offshore Master Fund"), a 10% PIK-Election Convertible Note in the principal amount of $6,520,000 (the "Offshore Convertible Note", and together with the Onshore Convertible Note, the "Series A Notes"). The Convertible Notes were each issued with an original issue discount pursuant to which Samlyn Onshore Fund paid $2,088,000 for the Onshore Convertible Note and Samlyn Offshore Master Fund paid $3,912,000 for the Offshore Convertible Note.
• F10The Series A Notes are currently exercisable.
• F2(Continued from Footnote 1) The holders of the Convertible Notes were able to immediately convert, in whole or in part, the outstanding balance of such Series A Notes, plus all accrued but unpaid interest on such Series A Notes into shares of the Issuer's common stock (the "Shares") at a price per share of $0.92, subject to certain anti-dilution adjustments described in the Series A Notes. On May 12, 2017, the Issuer entered into an agreement (the "Series A Agreement") with the holders of Series A Notes of the Issuer (including Samlyn Onshore Fund and Samlyn Offshore Master Fund) whereby (i) the maturity of the Series A Notes would be extended from November 3, 2018 to May 1, 2023, without regard to the volume weighted average price of the Shares, and (ii) the interest rate on the Series A Notes would be reduced from 10% to 3% per annum.
• F3(Continued from Footnote 2) As consideration for such extension, the conversion price of the Series A Notes would be reduced from $0.83 to $0.40 and the Issuer would issue warrants to purchase Shares exercisable at $0.10 per share and with a term of five years (the "Warrants"). As a result, the Issuer would have to reserve additional Shares for issuance on the conversion of the Series A Notes into Shares and for issuance on the exercise of the Warrants. The holders of the Series A Notes conditioned the effectiveness of the Series A Agreement on the Issuer amending its Certificate of Incorporation to increase its number of Shares by at least enough Shares to reserve the Shares required to be reserved under the Series A Agreement. At the Issuer's Annual Meeting of Shareholders held on December 7, 2017, the stockholders of the Issuer approved the amendment to the Issuer's Certificate of Incorporation to increase the number of authorized Shares.
• F4(Continued from Footnote 3) Accordingly, the Series A Agreement became effective as of December 14, 2017. The foregoing description is not, and does not purport to be, complete, and is qualified in its entirety by reference to the full text of the Series A Agreement, which was filed as Exhibit 10.2 to the Form 8-K/A filed with the Securities and Exchange Commission by the Issuer on October 4, 2017.
• F5The reported securities are directly owned by Samlyn Offshore Master Fund.
• F6The reported securities are directly owned by Samlyn Offshore Master Fund, and may be deemed to be indirectly beneficially owned by Samlyn Capital, LLC ("Samlyn Capital"), as the investment manager of Samlyn Offshore Master Fund. The reported securities may also be deemed to be indirectly beneficially owned by Robert Pohly as the principal of Samlyn Capital and Director of Samlyn Offshore Master Fund. Samlyn Capital and Robert Pohly disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.
• F7The reported securities are directly owned by Samlyn Onshore Fund.
• F8The reported securities are directly owned by Samlyn Onshore Fund, and may be deemed to be indirectly beneficially owned by (i) Samlyn Capital, as the investment manager of Samlyn Onshore Fund, and (ii) Samlyn Partners, LLC ("Samlyn Partners"), as the general partner of Samlyn Onshore Fund. The reported securities may also be deemed to be indirectly beneficially owned by Robert Pohly as the principal of Samlyn Capital and Managing Member of Samlyn Partners. Samlyn Capital, Samlyn Partners and Robert Pohly disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that any of them are the beneficial owners of the securities for purposes of Section 16 of the Exchange Act or for any other purpose.
• F9The Warrants are currently exercisable.