SEC Form 4 · accession 0001144204-16-138434
WESTWATER RESOURCES, INC. · WWR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Resource Capital Fund V L.P.
10% Owner
RCA V GP LTD.
10% Owner
Resource Capital Associates V L.P.
10% Owner
Period of report
Dec 5, 2016
Accepted (ET)
Dec 7, 2016 · 5:48 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000839470
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible LoanF3,F1,F2 | $31.20 | Dec 5, 2016 | S | — | D | Jan 29, 2014 | Mar 31, 2017 | Common Stock | 256,410 | — | D |
Explanation of responses
- F1The convertible loan is held by Resource Capital Fund V L.P. ("RCF V") of which Resource Capital Associates V L.P. is the general partner, and RCA V GP Ltd. is the general partner of Resource Capital Associates V L.P. RCA V GP Ltd. and Resource Capital Associates V L.P. exercise voting and dispositive power over the convertible loan held by RCF V. As a consequence, Resource Capital Associates V L.P. and RCA V GP Ltd. are indirect beneficial owners of the convertible loan pursuant to Rule 16a-1(a)(1) under the Securities Exchange Act of 1934. However, Resource Capital Associates V L.P. and RCA V GP Ltd. disclaim direct or indirect beneficial ownership of the convertible loan to the extent permissible pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934.
- F2RCF V is party to a Loan Agreement dated November 13, 2013, with Uranium Resources, Inc. ("URI") providing for the issuance of debt convertible into shares of URI common stock. Prior to the transaction that is the subject of this Form 4, RCF V held a promissory note (the "Note") issued under the Loan Agreement with an outstanding principal amount of $8,000,000 which was convertible at any time into 256,410 shares of URI common stock.
- F3On December 5, 2016, RCF V entered into a Note Purchase Agreement pursuant to which RCF V sold in a private transaction $2.5 million in principal amount of the Note, plus $45,139 of accrued but unpaid interest on the principal amount sold. The Note Purchase Agreement provides for the sale by RCF V and purchase by the counterparty of the remaining $5,500,000 principal amount of the Note, subject to satisfaction of certain conditions, which conditions are not in the control of RCF V or the counterparty.