(Amendment No. 5)
1.
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NAME OF REPORTING PERSONS
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Samlyn Capital, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[_]
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(b)
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[_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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48,814,834
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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48,814,834
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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48,814,834
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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22.8%*
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14.
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TYPE OF REPORTING PERSON
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IA, OO
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* Based upon 213,816,967 shares outstanding as of the date hereof,
as adjusted for convertible notes, stock options and warrants beneficially owned by Samlyn Capital, LLC.
1.
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NAME OF REPORTING PERSONS
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Samlyn, LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[_]
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(b)
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[_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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48,814,834
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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48,814,834
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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48,814,834
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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22.8%*
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14.
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TYPE OF REPORTING PERSON
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PN
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* Based upon 213,816,967 shares outstanding as of the date hereof,
as adjusted for convertible notes, stock options and warrants beneficially owned by Samlyn, LP.
1.
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NAME OF REPORTING PERSONS
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Samlyn Partners, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[_]
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(b)
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[_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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17,324,925
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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17,324,925
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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17,324,925
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.2%*
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14.
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TYPE OF REPORTING PERSON
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OO
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* Based upon 188,810,501 shares outstanding as of the date hereof,
as adjusted for a convertible note, stock options and warrants beneficially owned by Samlyn Partners, LLC.
1.
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NAME OF REPORTING PERSONS
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Samlyn Onshore Fund, LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[_]
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(b)
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[_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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17,324,925
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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17,324,925
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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17,324,925
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.2%*
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14.
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TYPE OF REPORTING PERSON
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PN
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* Based upon 188,810,501 shares outstanding as of the date hereof,
as adjusted for a convertible note, stock options and warrants directly owned by Samlyn Onshore Fund, LP.
1.
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NAME OF REPORTING PERSONS
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Samlyn Offshore Master Fund, Ltd.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[_]
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(b)
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[_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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31,489,909
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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31,489,909
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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31,489,909
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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15.7%*
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14.
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TYPE OF REPORTING PERSON
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CO
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* Based upon 200,520,015 shares outstanding as of the date hereof,
as adjusted for a convertible note, stock options and warrants directly owned by Samlyn Offshore Master Fund, Ltd.
1.
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NAME OF REPORTING PERSONS
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Robert Pohly
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[_]
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(b)
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[_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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48,814,834
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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48,814,834
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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48,814,834
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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22.8%*
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14.
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TYPE OF REPORTING PERSON
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IN, HC
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* Based upon 213,816,967 shares outstanding as of the date hereof,
as adjusted for convertible notes, stock options and warrants beneficially owned by Robert Pohly.
This Schedule 13D is Amendment No. 5 with respect to (i) Samlyn
Capital, LLC; (ii) Samlyn Partners, LLC; (iii) Samlyn Onshore Fund, LP; (iv) Samlyn Offshore Master Fund, Ltd.; and (v) Robert
Pohly.
This Schedule 13D is Amendment No. 3 with respect to Samlyn,
LP.
Item 1.
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Security and Issuer.
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The name of the issuer is Applied Minerals, Inc., a Delaware corporation (the "Issuer"). The address of the Issuer's principal executive offices is 55 Washington Street, Suite 301, Brooklyn, New York 11201. This is Amendment No. 5 to Schedule 13D relates to the Issuer's Common Stock, $0.001 par value per share (the "Shares").
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Item 2.
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Identity and Background.
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(a), (f)
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The persons filing this statement are: (i) Samlyn Capital, LLC, a Delaware limited liability company (“Samlyn Capital”); (ii) Samlyn, LP, a Delaware limited partnership (“Samlyn LP”); (iii) Samlyn Partners, LLC, a Delaware limited liability company (“Samlyn Partners”); (iv) Samlyn Onshore Fund, LP, a Delaware limited partnership (“Samlyn Onshore Fund”); (v) Samlyn Offshore Master Fund, Ltd., a Cayman Islands exempted company (“Samlyn Offshore Master Fund”); and (vi) Robert Pohly, a United States citizen (“Mr. Pohly”, and collectively with Samlyn Capital, Samlyn LP, Samlyn Partners, Samlyn Onshore Fund and Samlyn Offshore Master Fund, the “Reporting Persons”).
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(b), (c)
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Samlyn Capital is an investment adviser registered with the Securities and Exchange Commission (the “SEC”) that is principally engaged in the business of providing investment management services to its private investment vehicle advisory clients, including, but not limited to, Samlyn Onshore Fund and Samlyn Offshore Master Fund. Samlyn LP is the sole owner of Samlyn Capital. Robert Pohly indirectly controls Samlyn Capital through his ownership interests in Samlyn LP and its general partner, Samlyn GP, LLC, a Delaware limited liability company for which Mr. Pohly serves as the managing member. Mr. Pohly is also the managing member of Samlyn Partners, which serves as the general partner of Samlyn Onshore Fund. Samlyn Onshore Fund and Samlyn Offshore Master Fund are each principally engaged in the business of investing in securities. The principal business address of Samlyn Capital, Samlyn LP, Samlyn Partners, Samlyn Onshore Fund and Mr. Pohly is c/o 500 Park Avenue, 2nd Floor, New York, New York 10022. The principal business address of Samlyn Offshore Master Fund is c/o Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9007, Cayman Islands. The board of directors of the Master Fund consists of Robert Pohly, Scott Dakers and Julie Hughes.
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(d)
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None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e)
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None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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The funds for the purchase of the 48,814,834
Shares beneficially owned by Samlyn Capital, Samlyn LP and Mr. Pohly came from the working capital of Samlyn Onshore Fund and Samlyn
Offshore Master Fund, which are the direct owners of the Shares. No borrowed funds were used to purchase the Shares, other than
any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business.
The funds for the purchase of the 17,324,925
Shares beneficially owned by Samlyn Partners and Samlyn Onshore Fund came from the working capital of Samlyn Onshore Fund, which
is the direct owner of the Shares. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working
capital purposes (including certain leverage arrangements) in the ordinary course of business.
The funds for the purchase of the 31,489,909
Shares beneficially owned by Samlyn Offshore Master Fund came from its working capital. No borrowed funds were used to purchase
the Shares, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary
course of business.
In addition, Item 3 and Item 4 of the Amendment
No. 1 to Schedule 13D filed with the SEC in respect of the Issuer on November 6, 2014 by Samlyn Capital, Samlyn Partners, Samlyn
Onshore Fund, Samlyn Offshore Master Fund, Ltd., and Robert Pohly (“Amendment No. 1”) are incorporated herein by reference.
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Item 4.
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Purpose of Transaction.
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The Reporting Persons are filing this
Amendment No. 5 to Schedule 13D to report a change in their beneficial ownership percentages of the Shares, as indicated in Item
5 below.
Except as otherwise set forth herein, the Reporting
Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs
(a) – (j) of Item 4 of Schedule 13D. However, subject to market conditions and in compliance with applicable securities laws,
the Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of
Shares they may be deemed to beneficially own in open-market transactions or privately negotiated transactions. The Reporting Persons
may also communicate with the Issuer’s management, the Issuer’s board of directors and other holders of Shares from
time to time.
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Item 5.
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Interest in Securities of the Issuer.
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(a) - (d)
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As of the date hereof, Samlyn Capital, Samlyn
LP and Mr. Pohly may each be deemed to be the beneficial owner of 48,814,834 Shares, constituting 22.8% of the Shares, based upon
213,816,967 Shares outstanding as of the date hereof, as adjusted for Series A Convertible Notes, stock options and warrants of
the Issuer beneficially owned by Samlyn Capital, Samlyn LP and Mr. Pohly. Each of Samlyn Capital, Samlyn LP and Mr. Pohly has the
sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 48,814,834 Shares. Each of
Samlyn Capital, Samlyn LP and Mr. Pohly has the sole power to dispose or direct the disposition of 0 Shares and the shared power
to dispose or direct the disposition of 48,814,834 Shares.
As of the date hereof, Samlyn Partners and
Samlyn Onshore Fund may each be deemed to be the beneficial owner of 17,324,925 Shares, constituting 9.2% of the Shares, based
upon 188,810,501 Shares outstanding as of the date hereof, as adjusted for a Series A Convertible Note, stock options and warrants
of the Issuer beneficially owned by Samlyn Partners and Samlyn Onshore Fund. Each of Samlyn Partners and Samlyn Onshore Fund has
the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 17,324,925 Shares. Each
of Samlyn Partners and Samlyn Onshore Fund has the sole power to dispose or direct the disposition of 0 Shares and the shared power
to dispose or direct the disposition of 17,324,925 Shares.
As of the date hereof, Samlyn Offshore Master
Fund may be deemed to be the beneficial owner of 31,489,909 Shares, constituting 15.7% of the Shares, based upon 200,520,015 Shares
outstanding as of the date hereof, as adjusted for a Series A Convertible Note, stock options and warrants of the Issuer beneficially
owned by Samlyn Offshore Master Fund. Samlyn Offshore Master Fund has the sole power to vote or direct the vote of 0 Shares and
the shared power to vote or direct the vote of 31,489,909 Shares. Samlyn Offshore Master Fund has the sole power to dispose or
direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 31,489,909 Shares.
There have been no transactions in the Shares
by the Reporting Persons during the past sixty days.
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(e)
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N/A
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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The disclosures regarding the Director Nomination
Agreement set forth in Item 4 and Item 6 of the Schedule 13D filed with the SEC in respect of the Issuer on January 3, 2012 by
Samlyn Capital, Samlyn Partners, Samlyn Onshore Fund, Samlyn Offshore Master Fund, Ltd., and Robert Pohly (the “Initial Schedule
13D”) are incorporated herein by reference.
The form of the Director Nomination Agreement
that was incorporated by reference as Exhibit 10.5 to Item 7 of the Initial Schedule 13D is incorporated herein by reference.
The disclosures regarding the Investment Agreement,
the Convertible Notes, the Warrant Cancellation Agreement and the A&R Registration Rights Agreement set forth in Item 4 and
Item 6 of Amendment No. 1 are incorporated herein by reference.
The form of the Investment Agreement, form
of the Convertible Notes, form of the Warrant Cancellation Agreement and form of the A&R Registration Rights Agreement that
were incorporated by reference as separate exhibits to Item 7 of Amendment No. 1 are incorporated herein by reference.
The disclosures regarding the Series A Agreement
set forth in Item 4 and Item 6 of the Amendment No. 3 to Schedule 13D filed with the SEC in respect of the Issuer on December 18,
2017 by the Reporting Persons (the “Amendment No. 3”) are incorporated herein by reference.
The form of the Series A Agreement that was
incorporated by reference as Exhibit B to Item 7 of Amendment No. 3 is incorporated herein by reference.
The information set forth in Item 4 of the
Amendment No. 4 to Schedule 13D filed with the SEC in respect of the Issuer on May 2, 2018 by the Reporting Persons is incorporated
by reference in its entirety in this Item 6.
Other than as set forth above, the Reporting
Persons do not have any contract, arrangement, understanding or relationship with any person with respect to securities of the
Issuer.
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Item 7.
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Material to be Filed as Exhibits.
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Exhibit A: Joint Filing Agreement
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SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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November
5, 2018
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(Date)
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SAMLYN CAPITAL, LLC*
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By: Samlyn, LP, its sole member
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By: Samlyn GP, LLC, its general partner
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By:
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/s/ Robert Pohly
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Name:
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Robert Pohly
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Title:
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Managing Member
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SAMLYN, LP*
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By: Samlyn GP, LLC, its general partner
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By:
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/s/ Robert Pohly
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Name:
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Robert Pohly
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Title:
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Managing Member
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SAMLYN PARTNERS, LLC*
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By:
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/s/ Robert Pohly
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Name:
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Robert Pohly
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Title:
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Managing Member
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SAMLYN ONSHORE FUND, LP*
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By: Samlyn Partners, LLC, its general partner
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By:
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/s/ Robert Pohly
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Name:
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Robert Pohly
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Title:
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Managing Member
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SAMLYN OFFSHORE MASTER FUND, LTD.*
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By:
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/s/ Robert Pohly
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Name:
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Robert Pohly
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Title:
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Director
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ROBERT POHLY*
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By:
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/s/ Robert Pohly
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* The Reporting Persons disclaim beneficial
ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be
deemed an admission that any such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the
Securities Exchange Act of 1934, as amended, or for any other purpose.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
Exhibit A
JOINT FILING AGREEMENT
The undersigned agree that
this Amendment No. 5 to Schedule 13D, dated
November 5, 2018
, relating to the Common Stock,
$0.001 par value per share of Applied Minerals, Inc. shall be filed on behalf of the undersigned.
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November
5, 2018
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|
|
(Date)
|
|
|
|
|
|
SAMLYN CAPITAL, LLC
|
|
|
|
By: Samlyn, LP, its sole member
|
|
|
|
By: Samlyn GP, LLC, its general partner
|
|
|
|
|
|
By:
|
/s/ Robert Pohly
|
|
|
Name:
|
Robert Pohly
|
|
|
Title:
|
Managing Member
|
|
|
|
|
|
SAMLYN, LP
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|
|
|
By: Samlyn GP, LLC, its general partner
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|
|
|
By:
|
/s/ Robert Pohly
|
|
|
Name:
|
Robert Pohly
|
|
|
Title:
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Managing Member
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|
|
|
|
|
SAMLYN PARTNERS, LLC
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|
|
|
|
|
By:
|
/s/ Robert Pohly
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|
|
Name:
|
Robert Pohly
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|
|
Title:
|
Managing Member
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|
|
|
|
|
SAMLYN ONSHORE FUND, LP
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|
|
|
By: Samlyn Partners, LLC, its general partner
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|
|
|
By:
|
/s/ Robert Pohly
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|
|
Name:
|
Robert Pohly
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Title:
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Managing Member
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SAMLYN OFFSHORE MASTER FUND, LTD.
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By:
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/s/ Robert Pohly
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Name:
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Robert Pohly
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Title:
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Director
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ROBERT POHLY
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By:
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/s/ Robert Pohly
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