SEC Form 3 · accession 0001140361-17-047126
Applied Minerals, Inc. · AMNL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Berylson
10% Owner
Period of report
Dec 14, 2017
Accepted (ET)
Dec 22, 2017 · 12:30 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000008328
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | holding | — | — | — | 1,273,000 | D | ||
| Common StockF1 | holding | — | — | — | 2,304,381 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| PIK - Election Convertible Notes due 2023F3,F4,F2 | $0.59 | holding | — | — | — | Dec 14, 2017 | Aug 1, 2023 | Common Stock | 10,389,488 | — | I |
| Series 2023 WarrantsF5 | $0.10 | holding | — | — | — | Dec 14, 2017 | Dec 14, 2022 | Common Stock | 1,798,095 | — | I |
Explanation of responses
- F1James Berylson is the sole managing member of Berylson Capital Partners, LLC (the "Manager") which manages the Berylson Master Fund, L.P. (the "Fund"). The Fund directly owns these shares (the "Fund Shares"). Mr. Berylson may be deemed for purposes of Section 16 of the Exchange Act of 1934, as amended (the "Exchange Act"), to be the beneficial owner of the Fund Shares by virtue of his relationship with the Manager of the Fund. Mr. Berylson disclaims beneficial ownership of the Fund Shares, and this report shall not be deemed an admission that Mr. Berylson is a beneficial owner of the Fund Shares for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein, if any.
- F2Includes shares issuable upon conversion of the original Series 2023 Notes and additional Series 2023 Notes issued in connection with periodic PIK interest payments paid in the form of additional Series 2023 Notes since the original issuance of the Series 2023 Notes (as defined below). Under the terms of the Series 2023 Notes, the Issuer determines whether interest is paid in the form of additional Series 2023 Notes or in cash.
- F3Pursuant to an Investment Agreement, dated August 1, 2013 (the "Investment Agreement"), between the Issuer and the Fund, the Issuer issued to the Fund 10% PIK-Election Convertible Notes due 2023 (as amended and restated as of December 14, 2017, the "Series 2023 Notes"), pursuant to which the Fund may convert at any time, all or any part of the outstanding balance of the Series 2023 Notes into a number of fully paid and non-assessable shares of Common Stock of the Issuer as set forth in the Investment Agreement and pursuant to terms and conditions contained in the Series 2023 Agreement entered into by the Issuer and the holders of a majority of the Series 2023 Notes as of May 12, 2017, as amended by Amendment No. 1 thereto dated as of August 10, 2017 (the "Series 2023 Agreement") (the shares issuable to the Fund upon such conversion of the Series 2023 Notes, the "Conversion Shares").
- F4The Fund beneficially owns the Conversion Shares which are issuable upon conversion of the Series 2023 Notes. Mr. Berylson may be deemed for purposes of Section 16 of the Exchange Act to be the beneficial owner of such Conversion Shares by virtue of his relationship with the Manager of the Fund. Mr. Berylson disclaims beneficial ownership of the Conversion Shares, and this report shall not be deemed an admission that Mr. Berylson is a beneficial owner of the Conversion Shares for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein, if any.
- F5Upon the satisfaction of certain conditions precedent in the Series 2023 Agreement, on December 14, 2017, the Issuer issued to the Fund warrants to purchase 1,798,095 shares of Common Stock of the Issuer (the shares issuable to the Fund upon the exercise of such Warrants, the "Warrant Shares"). Mr. Berylson may be deemed for purposes of purposes of Section 16 of the Exchange Act to be the beneficial owner of the Warrant Shares by virtue of his relationship with the Manager of the Fund. Mr. Berylson disclaims beneficial ownership of the Warrant Shares, and this report shall not be deemed an admission that Mr. Berylson is a beneficial owner of the Warrant Shares for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein, if any.