Sec Form 4 Filing - SAMLYN CAPITAL, LLC @ Applied Minerals, Inc. - 2019-04-25

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
SAMLYN CAPITAL, LLC
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) _____ Other (specify below)
(Last) (First) (Middle)
500 PARK AVENUE, 2ND FLOOR,
3. Date of Earliest Transaction (MM/DD/YY)
04/25/2019
(Street)
NEW YORK, NY10022
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
STOCK OPTION (RIGHT TO PURCHASE COMMON STOCK) $ 0.04 04/25/2019( 1 ) A 364,000 ( 1 ) 04/25/2029 COMMON STOCK 364,000 $ 0 364,000 D ( 5 )
STOCK OPTION (RIGHT TO PURCHASE COMMON STOCK) $ 0.04 04/25/2019( 1 ) A 0 ( 1 ) 04/25/2029 COMMON STOCK 0 $ 0 364,000 I See Footnote ( 6 )
STOCK OPTION (RIGHT TO PURCHASE COMMON STOCK) $ 0.04 04/25/2019( 2 ) A 136,000 ( 2 ) 04/25/2029 COMMON STOCK 136,000 $ 0 136,000 D ( 8 )
STOCK OPTION (RIGHT TO PURCHASE COMMON STOCK) $ 0.04 04/25/2019( 2 ) A 0 ( 2 ) 04/25/2029 COMMON STOCK 0 $ 0 136,000 I See Footnote ( 9 )
STOCK OPTION (RIGHT TO PURCHASE COMMON STOCK) $ 0.12 ( 3 ) 04/29/2023 COMMON STOCK 129,514 129,514 D ( 5 )
STOCK OPTION (RIGHT TO PURCHASE COMMON STOCK) $ 0.12 ( 3 ) 04/29/2023 COMMON STOCK 0 129,514 I See Footnote ( 6 )
STOCK OPTION (RIGHT TO PURCHASE COMMON STOCK) $ 0.12 ( 3 ) 04/29/2023 COMMON STOCK 44,097 44,097 D ( 8 )
STOCK OPTION (RIGHT TO PURCHASE COMMON STOCK) $ 0.12 ( 3 ) 04/29/2023 COMMON STOCK 0 44,097 I See Footnote ( 9 )
WARRANT (RIGHT TO PURCHASE COMMON STOCK) $ 0.1 ( 4 ) 12/14/2022 COMMON STOCK 2,062,909 2,062,909 D ( 5 )
WARRANT (RIGHT TO PURCHASE COMMON STOCK) $ 0.1 ( 4 ) 12/14/2022 COMMON STOCK 0 2,062,909 I See Footnote ( 6 )
WARRANT (RIGHT TO PURCHASE COMMON STOCK) $ 0.1 ( 4 ) 12/14/2022 COMMON STOCK 1,101,062 1,101,062 D ( 8 )
WARRANT (RIGHT TO PURCHASE COMMON STOCK) $ 0.1 ( 4 ) 12/14/2022 COMMON STOCK 0 1,101,062 I See Footnote ( 9 )
SERIES A CONVERTIBLE NOTE $ 0.4 ( 7 ) 05/01/2023 COMMON STOCK ( 10 ) 1 D ( 5 )
SERIES A CONVERTIBLE NOTE $ 0.4 ( 7 ) 05/01/2023 COMMON STOCK 0 1 I See Footnote ( 6 )
SERIES A CONVERTIBLE NOTE $ 0.4 ( 7 ) 05/01/2023 COMMON STOCK ( 11 ) 1 D ( 8 )
SERIES A CONVERTIBLE NOTE $ 0.4 ( 7 ) 05/01/2023 COMMON STOCK 0 1 I See Footnote ( 9 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SAMLYN CAPITAL, LLC
500 PARK AVENUE, 2ND FLOOR
NEW YORK, NY10022
X
Samlyn Partners, LLC
C/O SAMLYN CAPITAL, LLC
500 PARK AVENUE, 2ND FLOOR
NEW YORK, NY10022
X
SAMLYN ONSHORE FUND, LP
C/O SAMLYN CAPITAL, LLC
500 PARK AVENUE, 2ND FLOOR
NEW YORK, NY10022
X
Samlyn Offshore Master Fund, Ltd.
C/O INTERTRUST CORP SVCS (CAYMAN) LTD
190 ELGIN AVENUE, GEORGE TOWN
GRAND CAYMAN, E9KY1-9007
X
POHLY ROBERT
C/O SAMLYN CAPITAL, LLC
500 PARK AVENUE, 2ND FLOOR
NEW YORK, NY10022
X
Signatures
Samlyn Capital, LLC, By: Samlyn, LP, its sole member, By: Samlyn GP, LLC, its general partner, By: /s/Robert Pohly, Managing Member 04/26/2019
Signature of Reporting Person Date
Samlyn Partners, LLC, By: /s/ Robert Pohly, Managing Member 04/26/2019
Signature of Reporting Person Date
Samlyn Onshore Fund, LP, By: Samlyn Partners, LLC, its general partner, By: /s/ Robert Pohly, Managing Member 04/26/2019
Signature of Reporting Person Date
Samlyn Offshore Master Fund, Ltd., By: /s/ Robert Pohly, Director 04/26/2019
Signature of Reporting Person Date
/s/ Robert Pohly 04/26/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On April 25, 2019, the Issuer granted options to purchase 364,000 shares of the Issuer's common stock to Samlyn Offshore Master Fund, Ltd. ("Samlyn Offshore Master Fund") as compensation for Michael B. Barry's service as a member of the Issuer's board of directors (the "Board"). The stock options vested on the grant date and are currently exercisable.
( 2 )On April 25, 2019, the Issuer granted options to purchase 136,000 shares of the Issuer's common stock to Samlyn Onshore Fund, LP ("Samlyn Onshore Fund") as compensation for Michael B. Barry's service as a member of the Board. The stock options vested on the grant date and are currently exercisable.
( 3 )These stock options are currently exercisable.
( 4 )These warrants are currently exercisable.
( 5 )The reported securities are directly owned by Samlyn Offshore Master Fund.
( 6 )The reported securities are directly owned by Samlyn Offshore Master Fund, and may be deemed to be indirectly beneficially owned by Samlyn Capital, LLC ("Samlyn Capital"), as the investment manager of Samlyn Offshore Master Fund. The reported securities may also be deemed to be indirectly beneficially owned by Robert Pohly as the principal of Samlyn Capital. Samlyn Capital and Robert Pohly disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.
( 7 )This Series A Convertible Note is currently exercisable.
( 8 )The reported securities are directly owned by Samlyn Onshore Fund.
( 9 )The reported securities are directly owned by Samlyn Onshore Fund, and may be deemed to be indirectly beneficially owned by: (i) Samlyn Capital, as the investment manager of Samlyn Onshore Fund; and (ii) Samlyn Partners, LLC ("Samlyn Partners"), as the general partner of Samlyn Onshore Fund. The reported securities may also be deemed to be indirectly beneficially owned by Robert Pohly as the principal of Samlyn Capital and Managing Member of Samlyn Partners. Samlyn Capital, Samlyn Partners and Robert Pohly disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that any of them are the beneficial owners of the securities for purposes of Section 16 of the Exchange Act or for any other purpose.
( 10 )The principal amount of this Series A Convertible Note is $6,520,000. Each holder of a Series A Convertible Note is able to convert, in whole or in part, the outstanding balance of the Series A Convertible Note, plus all accrued but unpaid interest on the Series A Convertible Note, into shares of the Issuer's common stock at a price per share of $0.40, subject to certain anti-dilution adjustments described in the Series A Convertible Notes.
( 11 )The principal amount of this Series A Convertible Note is $3,480,000. Each holder of a Series A Convertible Note is able to convert, in whole or in part, the outstanding balance of the Series A Convertible Note, plus all accrued but unpaid interest on the Series A Convertible Note, into shares of the Issuer's common stock at a price per share of $0.40, subject to certain anti-dilution adjustments described in the Series A Convertible Notes.

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