4//SEC Filing
Texas Rare Earth Resources Corp. 4
Accession 0001019056-15-000939
$TMRCCIK 0001445942operating
Filed
Dec 7, 7:00 PM ET
Accepted
Dec 8, 3:11 PM ET
Size
33.8 KB
Accession
0001019056-15-000939
Insider Transaction Report
Form 4
SC Fundamental Value Fund, L.P.
10% Owner
Transactions
- Purchase
Common Stock
2015-12-07$0.20/sh+1,000,000$200,000→ 4,431,276 total - Purchase
Warrants
2015-12-07$0.20/sh+2,000,000$400,000→ 3,876,624 totalExercise: $0.35From: 2015-12-07Exp: 2020-12-07→ Warrants (2,000,000 underlying) - Purchase
Warrants
2015-12-07$0.20/sh+1,500,000$300,000→ 5,376,624 total(indirect: See Footnotes)Exercise: $0.35From: 2015-12-07Exp: 2020-12-07→ Warrants (1,500,000 underlying) - Purchase
Common Stock
2015-12-07$0.20/sh+750,000$150,000→ 5,181,276 total(indirect: See Footnotes)
COLLERY PETER M
Director
Transactions
- Purchase
Common Stock
2015-12-07$0.20/sh+750,000$150,000→ 5,181,276 total(indirect: See Footnotes) - Purchase
Warrants
2015-12-07$0.20/sh+1,500,000$300,000→ 5,376,624 total(indirect: See Footnotes)Exercise: $0.35From: 2015-12-07Exp: 2020-12-07→ Warrants (1,500,000 underlying) - Purchase
Common Stock
2015-12-07$0.20/sh+1,000,000$200,000→ 4,431,276 total - Purchase
Warrants
2015-12-07$0.20/sh+2,000,000$400,000→ 3,876,624 totalExercise: $0.35From: 2015-12-07Exp: 2020-12-07→ Warrants (2,000,000 underlying)
Hurwitz David A.
Director
Transactions
- Purchase
Common Stock
2015-12-07$0.20/sh+1,000,000$200,000→ 4,431,276 total - Purchase
Common Stock
2015-12-07$0.20/sh+750,000$150,000→ 5,181,276 total(indirect: See Footnotes) - Purchase
Warrants
2015-12-07$0.20/sh+1,500,000$300,000→ 5,376,624 total(indirect: See Footnotes)Exercise: $0.35From: 2015-12-07Exp: 2020-12-07→ Warrants (1,500,000 underlying) - Purchase
Warrants
2015-12-07$0.20/sh+2,000,000$400,000→ 3,876,624 totalExercise: $0.35From: 2015-12-07Exp: 2020-12-07→ Warrants (2,000,000 underlying)
Transactions
- Purchase
Common Stock
2015-12-07$0.20/sh+750,000$150,000→ 5,181,276 total(indirect: See Footnotes) - Purchase
Common Stock
2015-12-07$0.20/sh+1,000,000$200,000→ 4,431,276 total - Purchase
Warrants
2015-12-07$0.20/sh+2,000,000$400,000→ 3,876,624 totalExercise: $0.35From: 2015-12-07Exp: 2020-12-07→ Warrants (2,000,000 underlying) - Purchase
Warrants
2015-12-07$0.20/sh+1,500,000$300,000→ 5,376,624 total(indirect: See Footnotes)Exercise: $0.35From: 2015-12-07Exp: 2020-12-07→ Warrants (1,500,000 underlying)
KOFFLER NEIL H
Director
Transactions
- Purchase
Warrants
2015-12-07$0.20/sh+2,000,000$400,000→ 3,876,624 totalExercise: $0.35From: 2015-12-07Exp: 2020-12-07→ Warrants (2,000,000 underlying) - Purchase
Common Stock
2015-12-07$0.20/sh+750,000$150,000→ 5,181,276 total(indirect: See Footnotes) - Purchase
Warrants
2015-12-07$0.20/sh+1,500,000$300,000→ 5,376,624 total(indirect: See Footnotes)Exercise: $0.35From: 2015-12-07Exp: 2020-12-07→ Warrants (1,500,000 underlying) - Purchase
Common Stock
2015-12-07$0.20/sh+1,000,000$200,000→ 4,431,276 total
Bird John T
Director
Transactions
- Purchase
Warrants
2015-12-07$0.20/sh+2,000,000$400,000→ 3,876,624 totalExercise: $0.35From: 2015-12-07Exp: 2020-12-07→ Warrants (2,000,000 underlying) - Purchase
Common Stock
2015-12-07$0.20/sh+750,000$150,000→ 5,181,276 total(indirect: See Footnotes) - Purchase
Common Stock
2015-12-07$0.20/sh+1,000,000$200,000→ 4,431,276 total - Purchase
Warrants
2015-12-07$0.20/sh+1,500,000$300,000→ 5,376,624 total(indirect: See Footnotes)Exercise: $0.35From: 2015-12-07Exp: 2020-12-07→ Warrants (1,500,000 underlying)
SC FUNDAMENTAL LLC
Director
Transactions
- Purchase
Common Stock
2015-12-07$0.20/sh+1,000,000$200,000→ 4,431,276 total - Purchase
Common Stock
2015-12-07$0.20/sh+750,000$150,000→ 5,181,276 total(indirect: See Footnotes) - Purchase
Warrants
2015-12-07$0.20/sh+2,000,000$400,000→ 3,876,624 totalExercise: $0.35From: 2015-12-07Exp: 2020-12-07→ Warrants (2,000,000 underlying) - Purchase
Warrants
2015-12-07$0.20/sh+1,500,000$300,000→ 5,376,624 total(indirect: See Footnotes)Exercise: $0.35From: 2015-12-07Exp: 2020-12-07→ Warrants (1,500,000 underlying)
Footnotes (5)
- [F1]This Form 4 is being filed by SC Fundamental Value Fund, LP (the " Fund") on behalf of itself and SC Fundamental, LLC (the "General Partner"), SC Fundamental LLC Employee Savings and Profit Sharing Plan (now known as, SC Fund Management LLC Profit Sharing Plan) (the "Plan") and Peter M. Collery ("Collery"), Neil H. Koffler ("Koffler"), John T. Bird ("Bird") and David A. Hurwitz ("Hurwitz" collectively and with Collery, Loffler and Bird, the "Members"). Collery is the President and a member of the General Partner and Koffler, Bird and Hurwitz are Vice Presidents and members of the General Partner. Collery is a Trustee of the Plan. The purchases described herein are for Units (the "Units"). Each Unit consists of one share of common stock and two warrants which each are exercisable for one share of common stock subject to the terms set forth herein. The price of $0.20 reflects the price per Unit.
- [F2]The amount of 1,000,000 in Table I reflects the amount of common stock purchased by the Fund in the transaction requiring the filing of this statement. The amount of 4,431,276 in Table I reflects the amount of common stock purchased by the Fund immediately following the transaction requiring the filing of this statement. The amount of 2,000,000 in Table II reflects the amount of warrants purchased by the Fund in the transaction requiring the filing of this statement. The amount of 4,876,624 in Table II reflects the amount of warrants pruchased by the Fund immediately following the transaction requiring the filing of this statement.
- [F3](Continued from Footnote 2) In accordance with Instruction 5(b)(iv) of Form 4, the entire amount of the Issuer's securities held by the Fund is reported herein. Each of the General Partner and the Members, disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either the General Partner, the Members are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
- [F4]The amount of 750,000 in Table I reflects the amount of common stock purchased by the Plan in the transaction requiring the filing of this statement. The amount of 5,181,276 in Table I reflects the amount of common stock purchased by the Fund and the Plan collectively immediately following the transaction requiring the filing of this statement. The amount of 1,500,000 in Table II reflects the amount of warrants pirchased by the Plan in the transaction requiring the filing of this statement. The amount of 5,376,624 in Table II reflects the amount of warrants purchased by the Fund and the Plan collectively immediately following the transaction requiring the filing of this statement.
- [F5](Continued from Footnote 4) In accordance with Instruction 5(b)(iv) of Form 4, the entire amount of the Issuer's securities held by the Plan is reported herein. Collery is the trustee of the Plan and disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either the Plan or Collery are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
Issuer
Texas Rare Earth Resources Corp.
CIK 0001445942
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001445942
Filing Metadata
- Form type
- 4
- Filed
- Dec 7, 7:00 PM ET
- Accepted
- Dec 8, 3:11 PM ET
- Size
- 33.8 KB