Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

KINGDON CAPITAL MANAGEMENT, L.L.C.

2. Date of Event Requiring Statement (MM/DD/YYYY) 12/14/2017

3. Issuer Name and Ticker or Trading Symbol

Applied Minerals, Inc. [AMNL]

(Last) (First) (Middle)

C/O KINGDON CAPITAL MANAGEMENT, L.L.C., 152 WEST 57TH STREET, 50TH FLOOR

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director ___ X ___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)

(Street)

NEW YORK, NY 10019

(City) (State) (Zip)

5. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
10% PIK Election Convertible Notes	⁽¹⁾	8/1/2023	Common Stock	6416915	$0.59	D ⁽²⁾
10% PIK Election Convertible Notes	⁽¹⁾	5/1/2023	Common Stock	10146868	$0.40	D ⁽²⁾
Warrants	12/14/2017	12/14/2022	Common Stock	2024000	$0.10	D ⁽²⁾

Explanation of Responses:
(1)	The 10% PIK Election Convertible Notes are convertible to common stock at any time at the holder's election and automatically upon the occurrence of certain events.
(2)	These securities are owned directly by M. Kingdon Offshore Master Fund L.P. and may be deemed to be indirectly beneficially owned by (i) Kingdon Capital Management, L.L.C., the investment adviser to M. Kingdon Offshore Master Fund L.P., (ii) Kingdon GP, LLC, the general partner of M. Kingdon Offshore Master Fund L.P., and (ii) Mark Kingdon, the managing member of Kingdon Capital Management, L.L.C. and Kingdon GP, LLC.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KINGDON CAPITAL MANAGEMENT, L.L.C. C/O KINGDON CAPITAL MANAGEMENT, L.L.C. 152 WEST 57TH STREET, 50TH FLOOR NEW YORK, NY 10019		X
M. Kingdon Offshore Master Fund L.P. C/O KINGDON CAPITAL MANAGEMENT, L.L.C. 152 WEST 57TH STREET, 50TH FLOOR NEW YORK, NY 10019		X
Kingdon GP, LLC C/O KINGDON CAPITAL MANAGEMENT, L.L.C. 152 WEST 57TH STREET, 50TH FLOOR NEW YORK, NY 10019		X
KINGDON MARK E C/O KINGDON CAPITAL MANAGEMENT, L.L.C. 152 WEST 57TH STREET, 50TH FLOOR NEW YORK, NY 10019		X

Signatures
Kingdon Capital Management, L.L.C., By: /s/ William Walsh, Chief Financial Officer		12/21/2017
^** Signature of Reporting Person		Date
M. Kingdon Offshore Master Fund L.P., By: Kingdon GP, LLC, its general partner, By: /s/ Mark Kingdon, Managing Member		12/21/2017
^** Signature of Reporting Person		Date
Kingdon GP, LLC, By: /s/Mark Kingdon, Managing Member		12/21/2017
^** Signature of Reporting Person		Date
/s/Mark Kingdon		12/21/2017
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.