Applied Minerals, Inc. 4
4 · Applied Minerals, Inc. · Filed Nov 6, 2014
Insider Transaction Report
Form 4
TAFT DAVID A
Director
Transactions
- Other
Common Stock
2014-11-04+0→ 22,331,153 total(indirect: See footnotes) - Purchase
PIK-Election Convertible Note due 2018
2014-11-04$531960.00/sh(indirect: See footnotes)Exercise: $0.92From: 2014-11-04→ Common Stock (876,087 underlying) - Purchase
PIK-Election Convertible Note due 2018
2014-11-04$1118040.00/sh(indirect: See footnotes)Exercise: $0.92From: 2014-11-04→ Common Stock (1,841,304 underlying) - Purchase
PIK-Election Convertible Note due 2018
2014-11-04$349998.00/sh(indirect: See footnotes)Exercise: $0.92From: 2014-11-04→ Common Stock (576,413 underlying)
Footnotes (8)
- [F1]David A. Taft (the "Reporting Person") is a director of Applied Minerals, Inc. (the "Issuer"), and president and a member of IBS Capital LLC ("IBS Capital"), which is the general partner of The IBS Turnaround Fund (QP) (A Limited Partnership) (the "QP Fund") and the The IBS Turnaround Fund, L.P. (the "LP Fund"). IBS Capital is the investment manager of the The IBS Opportunity Fund, Ltd. (the "Opportunity Fund") (the QP Fund, the LP Fund and the Opportunity Fund are hereinafter referred to as the "IBS Capital Funds").
- [F2]This transaction is being reported as a result of ordinary course rebalancing transactions in which the IBS Capital Funds purchased and sold securities among themselves. All of the rebalancing was effected at the same time. The Opportunity Fund sold 495,380 shares of Common Stock of the Issuer to the QP Fund and 104,620 shares of the Issuer's Common Stock to LP Fund, for $.705 per share. There was no change in the overall beneficial ownership of the Reporting Person as a result of the rebalancing. Following the rebalancing: (i) 13,780,050 shares of the Issuer's Common Stock were directly beneficially owned by QP Fund, (ii) 6,556,509 shares of the Issuer's Common Stock were directly beneficially owned by LP Fund and (iii) 1,994,594 shares of the Issuer's Common Stock were directly beneficially owned by Opportunity Fund.
- [F3]By virtue of Mr. Taft's position as president and member of IBS Capital, Mr. Taft may be deemed to be the beneficial owner of the securities for purposes of the SEC Rule 16(a)-1(a). The Reporting Person disclaims any beneficial ownership of the securities except to the extent of any pecuniary interest.
- [F4]QP Fund purchased the PIK Convertible Note - due 2018 ("Series A Note"). Ownership of this security is attributable to the Reporting Person under the SEC rules.
- [F5]LP Fund purchased the Series A Note. Ownership of this security is attributable to the Reporting Person under the SEC rules.
- [F6]Opportunity Fund purchased the Series A Note. Ownership of this security is attributable to the Reporting Person under the SEC rules.
- [F7]Pursuant to a series of note issuances on November 4, 2014, the Issuer issued to each of QP Fund, LP Fund and Opportunity Fund a Series A Note (collectively, the "Series A Notes", each a "Series A Note"). The 3,293,804 shares of Common Stock into which outstanding amounts are convertible under the Series A Notes include: (i) 1,841,304 shares into which amounts payable under a Series A Note by the Issuer to QP Fund are convertible; (ii) 876,087 shares into which amounts payable under a Series A Note by the Issuer to LP Fund are convertible; and (iii) 576,413 shares into which amounts payable under a Series A Note by the issuer to Opportunity Fund are convertible.
- [F8]At the noteholder's option, the amount outstanding under a Series A Note may be converted into Common Stock. The Series A Notes mature on November 3, 2018. The Issuer has an option to extend the maturity date of the Series A Notes for 12 months if certain conditions are met. If the option to extend is exercised, the Series A Conversion Price will be reduced from $0.92 per share to $0.82 per share.