SEC Form 4 · accession 0000919574-18-003265
Applied Minerals, Inc. · AMNL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owners
SAMLYN ONSHORE FUND, LP
10% Owner
Robert Pohly
10% Owner
SAMLYN CAPITAL, LLC
10% Owner
Samlyn Partners, LLC
10% Owner
Samlyn Offshore Master Fund, Ltd.
10% Owner
Period of report
Apr 30, 2018
Accepted (ET)
May 2, 2018 · 5:59 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000008328
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| STOCK OPTION (RIGHT TO PURCHASE COMMON STOCK)F1,F4 | $0.06 | Apr 30, 2018 | A | 259,027 | A | — | Apr 29, 2023 | COMMON STOCK | 259,027 | 259,027 | D |
| STOCK OPTION (RIGHT TO PURCHASE COMMON STOCK)F1,F5 | $0.06 | Apr 30, 2018 | A | 0 | A | — | Apr 29, 2023 | COMMON STOCK | 0 | 259,027 | I |
| STOCK OPTION (RIGHT TO PURCHASE COMMON STOCK)F2,F7 | $0.06 | Apr 30, 2018 | A | 88,195 | A | — | Apr 29, 2023 | COMMON STOCK | 88,195 | 88,195 | D |
| STOCK OPTION (RIGHT TO PURCHASE COMMON STOCK)F2,F8 | $0.06 | Apr 30, 2018 | A | 0 | A | — | Apr 29, 2023 | COMMON STOCK | 0 | 88,195 | I |
| WARRANT (RIGHT TO PURCHASE COMMON STOCK)F4,F3 | $0.10 | holding | — | — | — | — | Dec 14, 2022 | COMMON STOCK | 2,062,909 | 2,062,909 | D |
| WARRANT (RIGHT TO PURCHASE COMMON STOCK)F5,F3 | $0.10 | holding | — | — | — | — | Dec 14, 2022 | COMMON STOCK | 0 | 2,062,909 | I |
| WARRANT (RIGHT TO PURCHASE COMMON STOCK)F7,F3 | $0.10 | holding | — | — | — | — | Dec 14, 2022 | COMMON STOCK | 1,101,062 | 1,101,062 | D |
| WARRANT (RIGHT TO PURCHASE COMMON STOCK)F8,F3 | $0.10 | holding | — | — | — | — | Dec 14, 2022 | COMMON STOCK | 0 | 1,101,062 | I |
| SERIES A CONVERTIBLE NOTEF4,F6,F9 | $0.40 | holding | — | — | — | — | May 1, 2023 | COMMON STOCK | — | 1 | D |
| SERIES A CONVERTIBLE NOTEF5,F6 | $0.40 | holding | — | — | — | — | May 1, 2023 | COMMON STOCK | 0 | 1 | I |
| SERIES A CONVERTIBLE NOTEF7,F6,F10 | $0.40 | holding | — | — | — | — | May 1, 2023 | COMMON STOCK | — | 1 | D |
| SERIES A CONVERTIBLE NOTEF8,F6 | $0.40 | holding | — | — | — | — | May 1, 2023 | COMMON STOCK | 0 | 1 | I |
Explanation of responses
- F1On April 30, 2018, the Issuer granted options to purchase 259,027 shares of the Issuer's common stock to Samlyn Offshore Master Fund, Ltd. ("Samlyn Offshore Master Fund") as compensation for Michael B. Barry's service as a member of the Issuer's board of directors (the "Board"). The stock options vest as follows: (i) 103,611 of the stock options vested on April 30, 2018; and (ii) 155,416 of the stock options will vest on July 1, 2018, unless earlier terminated due to the termination of Michael B. Barry's service as a member of the Board.
- F10The principal amount of this Series A Convertible Note is $3,480,000. Each holder of a Series A Convertible Note is able to convert, in whole or in part, the outstanding balance of the Series A Convertible Note, plus all accrued but unpaid interest on the Series A Convertible Note, into shares of the Issuer's common stock at a price per share of $0.40, subject to certain anti-dilution adjustments described in the Series A Convertible Notes.
- F2On April 30, 2018, the Issuer granted options to purchase 88,195 shares of the Issuer's common stock to Samlyn Onshore Fund, LP ("Samlyn Onshore Fund") as compensation for Michael B. Barry's service as a member of the Board. The stock options vest as follows: (i) 35,278 of the stock options vested on April 30, 2018; and (ii) 52,917 of the stock options will vest on July 1, 2018, unless earlier terminated due to the termination of Michael B. Barry's service as a member of the Board.
- F3These warrants are currently exercisable.
- F4The reported securities are directly owned by Samlyn Offshore Master Fund.
- F5The 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.
- F6This Series A Convertible Note is currently exercisable.
- 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 principal amount of this Series A Convertible Note is $6,520,000. Each holder of a Series A Convertible Note is able to convert, in whole or in part, the outstanding balance of the Series A Convertible Note, plus all accrued but unpaid interest on the Series A Convertible Note, into shares of the Issuer's common stock at a price per share of $0.40, subject to certain anti-dilution adjustments described in the Series A Convertible Notes.