SEC Form 4 · accession 0000919574-18-004082
Applied Minerals, Inc. · AMNL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Mark E Kingdon
10% Owner · Other
KINGDON CAPITAL MANAGEMENT, L.L.C.
10% Owner · Other
M. Kingdon Offshore Master Fund L.P.
10% Owner · Other
Kingdon GP, LLC
10% Owner · Other
Period of report
Jun 1, 2018
Accepted (ET)
Jun 6, 2018 · 7:19 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option (Right to Buy)F2,F1 | $0.11 | Jun 1, 2018 | A | 277,777 | A | — | — | Common Stock | 277,777 | 277,777 | D |
Explanation of responses
- F1At the direction of Michael Pohly, a portfolio manager at Kingdon Capital Management, L.L.C. ("Kingdon Capital"), his compensation for service as a director of the issuer will be paid to M. Kingdon Offshore Master Fund, L.P. (the "Fund"). On June 1, 2018, under the issuer's 2017 Incentive Plan, the Fund was granted options to purchase an aggregate 277,777 shares of common stock. Options to purchase 69,444 shares of common stock vested immediately and options to purchase the remaining 208,333 shares of common stock vest on July 1, 2018.
- F2These securities are owned directly by the Fund and may be deemed to be indirectly beneficially owned by (i) Kingdon Capital, the investment adviser to the Fund, (ii) Kingdon GP, LLC, the general partner of the Fund, and (ii) Mark Kingdon, the managing member of Kingdon Capital and Kingdon GP, LLC.
Remarks
Solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person may be deemed to be a director-by-deputization by virtue of Michael Pohly serving on the board of directors of the issuer. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 3 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.