SEC Form 4 · accession 0001567619-18-000339
Applied Minerals, Inc. · AMNL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Berylson
Other
Period of report
Aug 1, 2018
Accepted (ET)
Aug 10, 2018 · 1:45 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| PIK - Election Convertible Notes due 2023F2,F3,F4,F1 | $0.59 | Aug 1, 2018 | J | 201,559 | A | Aug 1, 2018 | Aug 1, 2023 | Common Stock | 10,951,047 | 0 | I |
Explanation of responses
- F1Includes 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.
- F2James Berylson is the sole managing member of Berylson Capital Partners, LLC which manages the Berylson Master Fund, L.P. (the "Fund").
- 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.
Remarks
*As described in footnote 1 above, the Issuer elected to pay interest in the form of additional Series 2023 Notes. These additional Series 2023 Notes are convertible into 201,559 shares of Common Stock of the Issuer. Due to the increase in the issued and outstanding Common Stock of the Company since the Reporting Person's Form 3 filing, the Reporting Person's beneficial ownership is now below 10% of the outstanding Common Stock and, accordingly, the Reporting Person is making this filing to report that change.