Initial Statement of Beneficial Ownership (3)
22 December 2017 - 8:44AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
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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
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KINGDON CAPITAL MANAGEMENT, L.L.C.
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2. Date of Event Requiring Statement (MM/DD/YYYY)
12/14/2017
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3. Issuer Name
and
Ticker or Trading Symbol
Applied Minerals, Inc. [AMNL]
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(Last)
(First)
(Middle)
C/O KINGDON CAPITAL MANAGEMENT, L.L.C., 152 WEST 57TH STREET, 50TH FLOOR
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
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X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
NEW YORK, NY 10019
(City)
(State)
(Zip)
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5. 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 Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 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. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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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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10% PIK Election Convertible Notes
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(1)
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8/1/2023
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Common Stock
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6416915
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$0.59
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D
(2)
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10% PIK Election Convertible Notes
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(1)
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5/1/2023
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Common Stock
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10146868
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$0.40
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D
(2)
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Warrants
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12/14/2017
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12/14/2022
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Common Stock
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2024000
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$0.10
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D
(2)
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Explanation of Responses:
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(1)
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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.
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(2)
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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.
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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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KINGDON CAPITAL MANAGEMENT, L.L.C.
C/O KINGDON CAPITAL MANAGEMENT, L.L.C.
152 WEST 57TH STREET, 50TH FLOOR
NEW YORK, NY 10019
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X
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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
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X
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Kingdon GP, LLC
C/O KINGDON CAPITAL MANAGEMENT, L.L.C.
152 WEST 57TH STREET, 50TH FLOOR
NEW YORK, NY 10019
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X
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KINGDON MARK E
C/O KINGDON CAPITAL MANAGEMENT, L.L.C.
152 WEST 57TH STREET, 50TH FLOOR
NEW YORK, NY 10019
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X
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Signatures
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Kingdon Capital Management, L.L.C., By: /s/ William Walsh, Chief Financial Officer
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12/21/2017
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**
Signature of Reporting Person
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Date
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M. Kingdon Offshore Master Fund L.P., By: Kingdon GP, LLC, its general partner, By: /s/ Mark Kingdon, Managing Member
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12/21/2017
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**
Signature of Reporting Person
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Date
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Kingdon GP, LLC, By: /s/Mark Kingdon, Managing Member
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12/21/2017
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**
Signature of Reporting Person
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Date
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/s/Mark Kingdon
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12/21/2017
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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 5(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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