TAFT DAVID A 4
4 · Applied Minerals, Inc. · Filed Oct 25, 2011
Insider Transaction Report
Form 4
TAFT DAVID A
Director
Transactions
- Conversion
10% PIK-Election Covertible Notes
2011-10-21−2→ 0 total(indirect: See Notes 1, 6, 10 and 13.)Exercise: $1.00→ Common Stock (15,278 underlying) - Conversion
Common Stock
2011-10-21$1.00/sh+1,103,354$1,103,354→ 22,339,053 total(indirect: See Notes 1, 12 and 13.) - Conversion
10% PIK-Election Covertible Notes
2011-10-21−2→ 0 total(indirect: See Notes 1, 7, 11 and 13.)Exercise: $1.00→ Common Stock (50,764 underlying) - Conversion
10% PIK-Election Covertible Notes
2011-10-21−2→ 0 total(indirect: See Notes 1, 2, 9 and 13.)Exercise: $1.00→ Common Stock (1,037,312 underlying)
Footnotes (13)
- [F1]The reporting person is the president and a member of IBS Capital LLC ("IBS Capital"), which is the general partner of The IBS Turnaround (QP) Fund (A Limited Partnership) ("QP Fund") and The IBS Turnaround Fund (A Limited Partnership) ("LP Fund"). IBS Capital is the investment manager of The IBS Opportunity Fund, Ltd. ("Opportunity Fund").
- [F10]On October 21, 2011, the issuer issued an aggregate 15,278 Shares upon the conversion at the Conversion Price of the entire outstanding amounts payable under the December-October 2010 $1.00 Interest Notes as follows: (i) 9,931 Shares to the QP Fund upon the conversion of the outstanding amount of $9,931 due under the December-October 2010 $1.00 Interest Note that was issued to the QP Fund; and (ii) 5,347 Shares to the LP Fund upon the conversion of the outstanding amount of $5,347 due under December-October 2010 $1.00 Interest Note that was issued to the LP Fund.
- [F11]On October 21, 2011, the issuer issued an aggregate 50,764 Shares upon conversion at the Conversion Price of the entire outstanding amounts payable under the June 2011-October 2010 $1.00 Interest Notes as follows: (i) 32,997 Shares to the QP Fund upon the conversion of the outstanding amount of $32,997 due under the June 2011-October 2010 $1.00 Interest Note that was issued to the QP Fund; and (ii) 17,767 Shares to the LP Fund upon the conversion of the outstanding amount of $17,767 due under the June 2011-October 2010 $1.00 Interest Note that was issued to the LP Fund.
- [F12]After the completion of the October 21, 2011 conversions of the outstanding amounts payable under the Notes, the reporting person indirectly beneficially owned 22,339,053 Shares, which consisted of 22,339,053 Shares indirectly owned by IBS Capital, which consisted of: (i) 12,484,747 Shares directly beneficially owned by the QP Fund; (ii) 5,692,712 Shares directly beneficially owned by the LP Fund; and (iii) 4,161,594 Shares directly beneficially owned by the Opportunity Fund.
- [F13]The reported securities are directly beneficially owned by QP Fund, the LP Fund and/or the Opportunity Fund. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
- [F2]On October 21, 2010, pursuant to a series of note issuances, the issuer issued to each of the QP Fund and the LP Fund a 10% PIK-Election Convertible Note (the "October 2010 $1.00 Primary Notes") on substantially the same terms and conditions. As previously reported by the reporting persons on the Form 4 filed with the SEC on October 25, 2010, the 1,000,000 Shares into which amounts payable were convertible under the October 2010 $1.00 Primary Notes included: (i) 650,000 Shares into which the amount payable under the October 2010 $1.00 Primary Note by the issuer to the QP Fund are convertible and (ii) 350,000 Shares into which the amount payable under the October 2010 $1.00 Primary Note by the issuer to the LP Fund are convertible. The principal amount of the October 2010 $1.00 Primary Note issued to the QP Fund was $650,000 and the principal amount of the October 2010 $1.00 Primary Note issued to LP Fund was $350,000.
- [F3]The October 2010 $1.00 Primary Notes, December-October 2010 $1.00 Interest Notes (as defined below), and June 2011-October 2010 Interest Notes (as defined below) shall be referred to herein as the "Notes."
- [F4]The Notes have a maturity date of December 15, 2018. At the noteholder's option, the outstanding amount payable under a Note may be converted into Common Stock at any time after the issuer has authorized sufficient shares to convert such outstanding amount payable into Common Stock at the conversion price of $1.00 per Share (the "Conversion Price").
- [F5]The outstanding amount payable under a Note shall be mandatorily converted into Common Stock at the Conversion Price on the earliest date that is one year after the Note's date of issuance when each of the following conditions have been satisfied: (i) the issuer's authorization of a sufficient number of shares to convert outstanding amounts payable under all of the notes in the series into Common Stock; (ii) the average closing bid or market price of Common Stock for the preceding five days being in excess of the Conversion Price; and (iii) either (a) the issuer has filed a registration statement for the resale the number of Shares into which the outstanding amount under a Note is convertible or (b) the Shares are resalable under Rule 144.
- [F6]On December 15, 2010, the issuer issued to each of the QP Fund and the LP Fund a 10% PIK-Election Convertible Note (the "December-October 2010 $1.00 Interest Notes") in respect of interest due on the October 2010 $1.00 Primary Notes on substantially the same terms and conditions. The 15,278 Shares into which outstanding amounts were convertible under the December-October 2010 $1.00 Interest Notes included: (i) 9,931 Shares into which the amount payable under the December-October 2010 $1.00 Interest Note by the issuer to the QP Fund is convertible and (ii) 5,347 Shares into which the amount payable under the December-October 2010 $1.00 Interest Note by the issuer to the LP Fund is convertible. The principal amount of the December-October 2010 $1.00 Interest Note issued to the QP Fund was $9,931 and the principal amount of the December-October 2010 $1.00 Interest Note issued to the LP Fund was $5,347.
- [F7]On June 15, 2011, the issuer issued to each of the QP Fund and the LP Fund a 10% PIK-Election Convertible Note (the "June 2011-October 2010 $1.00 Interest Notes") in respect of interest due on the October 2010 $1.00 Primary Notes on substantially the same terms and conditions. The 50,764 Shares into which outstanding amounts were convertible under the June 2011-October 2010 $1.00 Interest Notes included: (i) 32,997 Shares into which the amount payable under the June 2011-October 2010 $1.00 Interest Note by the issuer to the QP Fund is convertible and (ii) 17,767 Shares into which the amount payable under the June 2011-October 2010 $1.00 Interest Note by the issuer to the LP Fund is convertible. The principal amount of the June 2011-October 2010 $1.00 Interest Note issued to the QP Fund was $32,997 and the principal amount of the June 2011-October 2010 $1.00 Interest Note issued to the LP Fund was $17,767.
- [F8]On October 21, 2010, the issuer issued an aggregate 1,103,354 Shares to the QP Fund and the LP Fund upon the mandatory conversions at the Conversion Price of the entire outstanding amounts payable under the Notes as follows: (i) 717,180 Shares were issued to the QP Fund upon the conversion of the outstanding amounts payable under the Notes that were issued to the QP Fund; and (ii) 386,174 Shares were issued to the LP Fund upon the conversion of the outstanding amounts payable under the Notes that were issued to the LP Fund. The number of Shares issued upon the conversion of the outstanding amount payable under each Note are further described in footnotes 9 through 12, below.
- [F9]As of October 21, 2011, the outstanding amount payable under the October 2010 $1.00 Primary Note that was issued to the QP Fund was $674,252 and the outstanding amount payable under the October 2010 $1.00 Primary Note that was issued to LP Fund was $363,060. On October 21, 2011, the issuer issued an aggregate 1,037,312 Shares upon the conversion at the Conversion Price of the entire outstanding amounts payable under the October 2010 $1.00 Primary Notes as follows: (i) 674,252 Shares to the QP Fund upon the conversion of the outstanding amount of $674,252 due under the October 2010 $1.00 Primary Note that was issued to the QP Fund; and (ii) 363,060 Shares to the LP Fund upon the conversion of the outstanding amount of $363,060 due under the October 2010 $1.00 Primary Note that was issued to the LP Fund.