Sec Form 4 Filing - SC Fundamental Value Fund, L.P. @ Texas Mineral Resources Corp. - 2017-03-29

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FORM 4
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
SC Fundamental Value Fund, L.P.
2. Issuer Name and Ticker or Trading Symbol
Texas Mineral Resources Corp. [ TMRC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
747 THIRD AVENUE, 27TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/29/2017
(Street)
NEW YORK, NY10017
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/29/2017 S 4,499 D $ 0.28 5,149,777 I See Footnotes ( 1 ) ( 2 ) ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SC Fundamental Value Fund, L.P.
747 THIRD AVENUE
27TH FLOOR
NEW YORK, NY10017
X
SC FUNDAMENTAL LLC
747 THIRD AVENUE
27TH FLOOR
NEW YORK, NY10017
X
COLLERY PETER M
747 THIRD AVENUE
27TH FLOOR
NEW YORK, NY10017
X
KOFFLER NEIL H
747 THIRD AVENUE
27TH FLOOR
NEW YORK, NY10017
X
Bird John T
747 THIRD AVENUE
27TH FLOOR
NEW YORK, NY10017
X
Hurwitz David A.
747 THIRD AVENUE
27TH FLOOR
NEW YORK, NY10017
X
SC Fundamental LLC Employee Savings & Profit Sharing Plan
747 THIRD AVENUE
27TH FLOOR
NEW YORK, NY10017
X
Signatures
/s/ Neil H. Koffler, Vice President of SC Fundamental, LLC, its General Partner 03/31/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is being filed by SC Fundamental Value Fund, LP (the " Fund") on behalf of itself and SC Fundamental, LLC (the "General Partner"), SC Fund Management LLC Profit Sharing Plan (the "Plan") and Peter M. Collery ("Collery"), Neil H. Koffler ("Koffler"), John T. Bird ("Bird") and David A. Hurwitz ("Hurwitz" collectively and with Collery, Loffler and Bird, the "Members"). Collery is the President and a member of the General Partner and Koffler, Bird and Hurwitz are Vice Presidents and members of the General Partner. Collery is a Trustee of the Plan.
( 2 )The amount of 4,499 in Table I reflects the amount of common stock sold by the Fund in the transaction requiring the filing of this statement. In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's securities held by the Fund and the Plan is reported herein. Each of the General Partner and the Members, disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either the General Partner, the Members are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
( 3 )(Continued from Footnote 2) Collery is the trustee of the Plan and disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either the Plan or Collery are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

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