Statement of Changes in Beneficial Ownership (4)
May 25 2017 - 4:08PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
IBS CAPITAL LLC
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2. Issuer Name
and
Ticker or Trading Symbol
Applied Minerals, Inc.
[
AMNL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
ONE INTERNATIONAL PLACE, SUITE 3120
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/23/2017
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(Street)
BOSTON, MA 02110
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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5/23/2017
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A
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50000
(1)
(2)
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A
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$0
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24033734
(2)
(3)
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I
(2)
(3)
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See footnotes
(2)
(3)
(5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to buy)
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$0.25
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5/23/2017
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A
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50000
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5/23/2017
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5/23/2022
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Common Stock
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50000
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$0
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50000
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I
(2)
(4)
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See footnotes
(2)
(4)
(5)
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Stock Option (right to buy)
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$0.25
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5/24/2017
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A
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50000
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5/24/2017
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5/24/2022
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Common Stock
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50000
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$0
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50000
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I
(2)
(4)
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See footnotes
(2)
(4)
(5)
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Explanation of Responses:
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(1)
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50% vest on the 1st year anniversary of grant date; 50% vest on the 2nd year anniversary of grant date.
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(2)
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This Form 4 is being filed on behalf of IBS Capital LLC ("IBS Capital"), The IBS Turnaround Fund (QP) (A Limited Partnership) (the "QP Fund"), and David A. Taft (IBS Capital, the QP Fund and David A. Taft are each a "Reporting Person" and collectively the "Reporting Persons"), each of which has the same business address and may have a pecuniary interest in the securities reported herein. IBS Capital is the general partner of QP Fund and The IBS Turnaround Fund, L.P. (the "LP Fund"). IBS Capital is the investment manager of 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"). David A. Taft is a director of Applied Minerals, Inc. (the "Issuer") and president and a member of IBS Capital.
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(3)
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David A. Taft, received 50,000 shares of the Issuer's Common Stock (the "Shares") as compensation for his service as a director of the Issuer. The Shares will be allocated to the IBS Capital Funds so that, following such allocation: (i) 15,252,583 Shares were directly beneficially owned by QP Fund, (ii) 7,305,997 Shares were directly beneficially owned by LP Fund and (iii) 1,475,154 Shares were directly beneficially owned by the Opportunity Fund.
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(4)
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David A. Taft, received 50,000 stock options for the Issuer's Common Stock on May 23, 2017 and 50,000 stock options for the Issuer's Common Stock on May 24, 2017 (the "Options") as compensation for his service as a director of the Issuer. The Options will be allocated to the IBS Capital Funds so that, following such allocation: (i) 64,000 Options were directly beneficially owned by QP Fund, (ii) 30,000 Options were directly beneficially owned by LP Fund and (iii) 6,000 Options were directly beneficially owned by Opportunity Fund.
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(5)
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The Reporting Persons each disclaim any beneficial ownership of the securities except to the extent of any pecuniary interest.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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IBS CAPITAL LLC
ONE INTERNATIONAL PLACE
SUITE 3120
BOSTON, MA 02110
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X
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IBS TURNAROUND FUND (QP) (A LTD PARTNERSHIP)
ONE INTERNATIONAL PLACE
SUITE 3120
BOSTON, MA 02110
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X
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TAFT DAVID A
ONE INTERNATIONAL PLACE
SUITE 3120
BOSTON, MA 02110
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X
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Signatures
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/s/ David A. Taft, President of IBS Capital LLC
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5/25/2017
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**
Signature of Reporting Person
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Date
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/s/ David A. Taft, President of IBS Capital LLC, the general partner of The IBS Turnaround Fund (QP) (A Limited Partnership)
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5/25/2017
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**
Signature of Reporting Person
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Date
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/s/ David A. Taft
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5/25/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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