4//SEC Filing
Bayshore Capital Advisors, LLC 4
Accession 0001213900-25-089037
CIK 0001970622other
Filed
Sep 17, 8:00 PM ET
Accepted
Sep 18, 4:51 PM ET
Size
35.4 KB
Accession
0001213900-25-089037
Insider Transaction Report
Form 4
Bayshore Capital Advisors, LLC
10% Owner
Transactions
- Other
Common Stock, par value $0.0001 per share
2025-09-15−1,811,814→ 1,811,815 total(indirect: See footnote) - Other
Common Stock, par value $0.0001 per share
2025-09-15−5,904,264→ 5,904,265 total(indirect: See footnote)
Holdings
- 59,011
Common Stock, par value $0.0001 per share
- 326,318(indirect: See footnote)
Common Stock, par value $0.0001 per share
- 123,711(indirect: See footnote)
Common Stock, par value $0.0001 per share
Bayshore Rare Earths II, LLC
10% Owner
Transactions
- Other
Common Stock, par value $0.0001 per share
2025-09-15−5,904,264→ 5,904,265 total(indirect: See footnote) - Other
Common Stock, par value $0.0001 per share
2025-09-15−1,811,814→ 1,811,815 total(indirect: See footnote)
Holdings
- 326,318(indirect: See footnote)
Common Stock, par value $0.0001 per share
- 123,711(indirect: See footnote)
Common Stock, par value $0.0001 per share
- 59,011
Common Stock, par value $0.0001 per share
Footnotes (7)
- [F1]The reported securities are held directly by Bayshore Rare Earths II, LLC ("BRE II"). Bayshore Capital Advisors, LLC ("Bayshore") serves as an investment advisor to BRE II. Tready Smith is the Chief Executive Officer of Bayshore and exercises sole voting and dispositive control over the securities held by BRE II. Ms. Smith disclaims beneficial ownership of all securities held by BRE II, except to the extent of her pecuniary interest therein.
- [F2]The reported securities are held directly by Bayshore Rare Earths, LLC ("BRE"), which is a wholly-owned subsidiary of Bayshore Partners Fund II, LP ("BPF II"). Bayshore serves as an investment advisor to BPF II. Ms. Smith is the Chief Executive Officer of Bayshore and exercises sole voting and dispositive control over the securities held by BRE. Ms. Smith disclaims beneficial ownership of all securities held by BRE, except to the extent of her pecuniary interest therein.
- [F3]On September 15, 2025, BRE II distributed an aggregate of 5,904,264 shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock") to its members as a pro rata distribution for no consideration in accordance with the terms of its limited liability company agreement. Under Rule 16a-13 promulgated under the Securities Exchange Act of 1934, as a change in form of beneficial ownership, the reported distribution by BRE II (as it relates to Ms. Smith's deemed beneficial ownership of the securities held by BRE II) to its members was exempt from Section 16 of the Securities Exchange Act of 1934.
- [F4]On September 15, 2025, BRE distributed an aggregate of 1,811,814 shares of Common Stock to its members as a pro rata distribution for no consideration in accordance with the terms of its limited liability company agreement. Under Rule 16a-13 promulgated under the Securities Exchange Act of 1934, as a change in form of beneficial ownership, the reported distribution by BRE (as it relates to Ms. Smith's deemed beneficial ownership of the securities held by BRE) to its members was exempt from Section 16 of the Securities Exchange Act of 1934.
- [F5]The reported securities are held directly by Bayshore MGR, LLC ("Bayshore MGR"), which is a wholly-owned subsidiary of Bayshore. Ms. Smith is the Chief Executive Officer of Bayshore and exercises sole voting and dispositive control over the securities held by Bayshore MGR. Ms. Smith disclaims beneficial ownership of all securities held by Bayshore MGR, except to the extent of her pecuniary interest therein.
- [F6]The reported securities are held directly by BPF II GP, LLC ("BPF II GP"), which is a majority-owned subsidiary of Bayshore. Ms. Smith is the Chief Executive Officer of Bayshore and exercises sole voting and dispositive control over the securities held by BPF II GP. Ms. Smith disclaims beneficial ownership of all securities held by BPF II GP, except to the extent of her pecuniary interest therein.
- [F7]In the distributions described in Notes 3 and 4 above, an aggregate of 59,011 shares of Common Stock were distributed to Bayshore, 326,318 shares of Common Stock were distributed to Bayshore MGR, 123,711 shares of Common Stock were distributed to BPF II GP, and 117,473 shares of Common Stock were distributed to Ms. Smith. Under Rule 16a-13 promulgated under the Securities Exchange Act of 1934, as a change in form of beneficial ownership, the acquisitions by Ms. Smith, Bayshore, Bayshore MGR and BPF II GP from BRE II and BRE, were exempt from Section 16 of the Securities Exchange Act of 1934. Ms. Smith disclaims beneficial ownership of all securities held by the Bayshore MGR and BPF II GP, except to the extent of her pecuniary interest therein.
Issuer
USA Rare Earth, Inc.
CIK 0001970622
Entity typeother
IncorporatedFL
Related Parties
1- filerCIK 0001598176
Filing Metadata
- Form type
- 4
- Filed
- Sep 17, 8:00 PM ET
- Accepted
- Sep 18, 4:51 PM ET
- Size
- 35.4 KB