Sec Form 4 Filing - McEwen Robert Ross @ McEwen Mining Inc. - 2017-04-26

Insider filing report for Changes in Beneficial Ownership
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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
McEwen Robert Ross
2. Issuer Name and Ticker or Trading Symbol
McEwen Mining Inc. [ MUX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last) (First) (Middle)
150 KING STREET WEST, SUITE 2800
3. Date of Earliest Transaction (MM/DD/YY)
04/26/2017
(Street)
TORONTO, A6M5H1J9
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 04/26/2017 A 101,266 A 101,266 D
Common Stock 04/26/2017 A 352,800 A 352,800 I by wife
Common Stock 04/26/2017 A 2,541,631 A 2,541,631 I by corporation
Common Stock 75,791,658 I by corporation
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
Subscription receipts ( 2 ) 04/26/2017 A 405,740 ( 2 ) ( 2 ) Common Stock 405,740 ( 3 ) 405,740 I by corporation
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McEwen Robert Ross
150 KING STREET WEST
SUITE 2800
TORONTO, A6M5H1J9
X X Chairman and CEO
Signatures
Robert R. McEwen 04/27/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to that certain Arrangement Agreement dated February 13, 2017 between McEwen Mining Inc. and Lexam VG Gold Inc. ("Arrangement Agreement"), each holder of Lexam VG Gold shares is entitled to receive 0.056 of a McEwen Mining share for each Lexam share owned immediately prior to the effective date of the Arrangement.
( 2 )Pursuant to the Arrangement Agreement and the Plan of Arrangement approved by the Lexam shareholders and contemplated by the Arrangement Agreement ("Plan of Arrangement"), the subscription receipts shall automatically convert into (i) if the McEwen Mining shareholders approve the issuance of the McEwen shares at the annual meeting of shareholders, one share of McEwen Mining common stock for each subscription receipt; or (ii) if the shareholders of McEwen Mining fail to approve the issuance of the McEwen Mining shares, an amount in cash equal to the product of (a) the closing price of the McEwen Mining common stock on the NYSE on the last trading day prior to the date of the annual meeting and (b) the number of subscription receipts held by the reporting person.
( 3 )Pursuant to the terms of the Arrangement Agreement and the Plan of Arrangement, one subscription receipt shall be issued to the reporting person for each McEwen Mining share in excess of one percent of the number of McEwen Mining shares outstanding immediately prior to the effective time of the Arrangement that the reporting person would be entitled to receive under the Plan of Arrangement.

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