Sec Form 4 Filing - M. Kingdon Offshore Master Fund L.P. @ Applied Minerals, Inc. - 2018-06-01

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 M. Kingdon Offshore Master Fund L.P. 2. Issuer Name and Ticker or Trading Symbol Applied Minerals, Inc. [ AMNL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) Director by Deputization (Last) (First) (Middle) C/O KINGDON CAPITAL MANAGEMENT, L.L.C., 152 WEST 57TH STREET, 50TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/01/2018 (Street) NEW YORK, NY10019 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

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 Option (Right to Buy) $ 0.11 06/01/2018 A 277,777 ( 1 ) ( 1 ) Common Stock 277,777 $ 0 277,777 D ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other M. Kingdon Offshore Master Fund L.P. C/O KINGDON CAPITAL MANAGEMENT, L.L.C. 152 WEST 57TH STREET, 50TH FLOOR NEW YORK, NY10019 X Director by Deputization KINGDON CAPITAL MANAGEMENT, L.L.C. C/O KINGDON CAPITAL MANAGEMENT, L.L.C. 152 WEST 57TH STREET, 50TH FLOOR NEW YORK, NY10019 X Director by Deputization Kingdon GP, LLC C/O KINGDON CAPITAL MANAGEMENT, L.L.C. 152 WEST 57TH STREET, 50TH FLOOR NEW YORK, NY10019 X Director by Deputization KINGDON MARK E C/O KINGDON CAPITAL MANAGEMENT, L.L.C. 152 WEST 57TH STREET, 50TH FLOOR NEW YORK, NY10019 X Director by Deputization Signatures M. Kingdon Offshore Master Fund L.P., By: Kingdon GP, LLC, its general partner, By: /s/ Mark Kingdon, Managing Member 06/06/2018 Signature of Reporting Person Date Kingdon Capital Management, L.L.C., By: /s/ William Walsh, Chief Financial Officer 06/06/2018 Signature of Reporting Person Date Kingdon GP, LLC, By: /s/Mark Kingdon, Managing Member 06/06/2018 Signature of Reporting Person Date /s/Mark Kingdon 06/06/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )At the direction of Michael Pohly, a portfolio manager at Kingdon Capital Management, L.L.C. ("Kingdon Capital"), his compensation for service as a director of the issuer will be paid to M. Kingdon Offshore Master Fund, L.P. (the "Fund"). On June 1, 2018, under the issuer's 2017 Incentive Plan, the Fund was granted options to purchase an aggregate 277,777 shares of common stock. Options to purchase 69,444 shares of common stock vested immediately and options to purchase the remaining 208,333 shares of common stock vest on July 1, 2018. ( 2 )These securities are owned directly by the Fund and may be deemed to be indirectly beneficially owned by (i) Kingdon Capital, the investment adviser to the Fund, (ii) Kingdon GP, LLC, the general partner of the Fund, and (ii) Mark Kingdon, the managing member of Kingdon Capital and Kingdon GP, LLC.

Remarks: Solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person may be deemed to be a director-by-deputization by virtue of Michael Pohly serving on the board of directors of the issuer.Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 3 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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