Statement of Changes in Beneficial Ownership (4)
December 21 2021 - 5:34PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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 |
2. Issuer Name and Ticker or Trading Symbol
Applied Minerals, Inc.
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AMNL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
See Footnote 1 |
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(Last)
(First)
(Middle)
ONE INTERNATIONAL PLACE, SUITE 3120 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/17/2021 |
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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
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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 | 12/17/2021 | | S | | 1403000 | D | $0.005 | 19033734 | I | See footnotes (1)(2)(5) |
| Common Stock | 12/17/2021 | | S | | 3597000 | D | $0.005 | 19033734 | I | See footnotes (1)(2)(5) |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| 10% PIK-Election Convertible Note | $0.34 | 12/17/2021 | | S | | | 1 (3) | 12/31/2020 | (6) | Common Stock | (3) | (3) | 1058778 | I | See footnotes (1)(3)(4)(5) |
| 10% PIK-Election Convertible Note | $0.34 | 12/17/2021 | | S | | | 1 (3) | 12/31/2020 | (6) | Common Stock | (3) | (3) | 1058778 | I | See footnotes (1)(3)(4)(5) |
| 10% PIK-Election Convertible Note | $0.34 | 12/17/2021 | | S | | | 1 (3) | 12/31/2020 | (6) | Common Stock | (3) | (3) | 1058778 | I | See footnotes (1)(3)(4)(5) |
| Explanation of Responses: |
| (1) | This Form 4 is being filed on behalf of IBS Capital LLC ("IBS Capital"), The IBS Turnaround Fund (QP), LP (the "QP Fund"), and David A. Taft ("Taft") (IBS Capital, the QP Fund and Taft are each a "Reporting Person"), 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, LP (the "LP Fund"). IBS Capital is the investment manager of The IBS Opportunity Fund, Ltd. (the "Opp. Fund" together with the QP Fund and the LP Fund, the "IBS Capital Funds"). Taft is the president and a member of IBS Capital. Taft is no longer a director of the Issuer. As of the date of this filing, none of the LP Fund, the Opp. Fund, QP Fund, IBS Capital or David A. Taft will beneficially own in the aggregate at least 10% of the Issuer (based on the Issuer's 10-Q for the quarterly period ended 9/30/2021, which reports 204,736,762 outstanding common stock shares). |
| (2) | This transaction is being reported as a result of private transactions in which the LP Fund and the QP Fund sold securities to a third-party purchaser (the "Purchaser"). The LP Fund sold 1,403,000 shares of common stock to the Purchaser and the QP Fund sold 3,597,000 shares of common stock to the Purchaser. These transactions were effected at the same time. As a result of these transactions the overall beneficial ownership of IBS Capital and David Taft decreased to 19,033,734 shares of common stock. Following the transactions 5,902,997 shares of common stock are owned by the LP Fund and 11,655,583 shares of common stock are owned by the QP Fund. |
| (3) | The LP Fund sold $1,427,792 of principal under a 10% PIK-Election Convertible Note to the Purchaser for $57,111.68, which principal amount is convertible into 4,199,388 shares of common stock of the Issuer. The QP Fund sold $2,867,160 of principal under a 10% PIK-Election Convertible Note to the Purchaser for $114,686.40, which principal amount is convertible into 8,432,824 shares of common stock of the Issuer. The Opp. Fund sold $278,582 of principal under a 10% PIK-Election Convertible to the Purchaser for $11,143.28, which principal amount is convertible into 819,359 shares of common stock of the Issuer. |
| (4) | As a result of the transactions described in FN 3 IBS Capital and Taft beneficially own derivative securities that are convertible into 1,058,778 shares of common stock of the Issuer. The LP Fund beneficially owns derivative securities that are convertible into 329,317 shares of common stock of the Issuer. The QP Fund beneficially owns derivative securities that are convertible into 665,060 shares of common stock of the Issuer. The Opp. Fund beneficially owns derivative securities that are convertible into 64,401 shares of common stock of the Issuer. |
| (5) | The Reporting Persons each disclaim any beneficial ownership of the securities except to the extent of any pecuniary interest. |
| (6) | At the noteholder's option, the amount outstanding under the notes described in Footnote 3 may be converted into common stock of the Issuer. The notes described in Footnote 3 mature on 5/1/2023. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
IBS CAPITAL LLC
ONE INTERNATIONAL PLACE
SUITE 3120
BOSTON, MA 02110 |
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| See Footnote 1 |
IBS TURNAROUND FUND (QP) (A LTD PARTNERSHIP)
ONE INTERNATIONAL PLACE
SUITE 3120
BOSTON, MA 02110 |
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| See Footnote 1 |
TAFT DAVID A
ONE INTERNATIONAL PLACE
SUITE 3120
BOSTON, MA 02110 |
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| See Footnote 1 |
Signatures
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| /s/ David A. Taft, President of IBS Capital LLC | | 12/21/2021 |
| **Signature of Reporting Person | Date |
| /s/ David A. Taft, President of IBS Capital LLC, the general partner of The IBS Turnaround Fund (QP) (A Limited Partnership) | | 12/21/2021 |
| **Signature of Reporting Person | Date |
| /s/ David A. Taft | | 12/21/2021 |
| **Signature of Reporting Person | Date |
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