Sec Form 4 Filing - IBS CAPITAL LLC @ Applied Minerals, Inc. - 2017-12-14

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
IBS 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)
ONE INTERNATIONAL PLACE, SUITE 3120
3. Date of Earliest Transaction (MM/DD/YY)
12/14/2017
(Street)
BOSTON, MA02110
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
Warrant (right to buy) $ 0.1 12/14/2017 P 601,060 12/14/2017 12/14/2022 Common Stock 601,060 ( 4 ) 601,060 I ( 1 ) ( 4 ) See footnote ( 1 ) ( 4 ) ( 5 )
Warrant (right to buy) $ 0.1 12/14/2017 P 299,317 12/14/2017 12/14/2022 Common Stock 299,317 ( 4 ) 299,317 I ( 1 ) ( 4 ) See footnote ( 1 ) ( 4 ) ( 5 )
Warrant (right to buy) $ 0.1 12/14/2017 P 58,401 12/14/2017 12/14/2022 Common Stock 58,401 ( 4 ) 58,401 I ( 1 ) ( 4 ) See footnote ( 1 ) ( 4 ) ( 5 )
PIK - Election Convertible Note due 2018 $ 0.83 12/14/2017 D ( 2 )( 3 ) 11/03/2018 Common Stock 3,103,053 ( 2 ) ( 3 ) 0 I ( 1 ) ( 2 ) ( 3 ) See footnote ( 1 ) ( 2 ) ( 3 ) ( 5 )
PIK - Election Convertible Note due 2018 $ 0.83 12/14/2017 D ( 2 )( 3 ) 11/03/2018 Common Stock 1,545,262 ( 2 ) ( 3 ) 0 I ( 1 ) ( 2 ) ( 3 ) See footnote ( 1 ) ( 2 ) ( 3 ) ( 5 )
PIK - Election Convertible Note due 2018 $ 0.83 12/14/2017 D ( 2 )( 3 ) 11/03/2018 Common Stock 301,503 ( 2 ) ( 3 ) 0 I ( 1 ) ( 2 ) ( 3 ) See footnote ( 1 ) ( 2 ) ( 3 ) ( 5 )
PIK - Election Convertible Note due 2023 $ 0.4 12/14/2017 J ( 2 )( 3 ) 05/03/2023 Common Stock 6,438,834 ( 2 ) ( 3 ) $ 2,575,534 ( 2 ) ( 3 ) I ( 1 ) ( 2 ) ( 3 ) See footnote ( 1 ) ( 2 ) ( 3 ) ( 5 )
PIK - Election Convertible Note due 2023 $ 0.4 12/14/2017 J ( 2 )( 3 ) 05/03/2023 Common Stock 3,206,419 ( 2 ) ( 3 ) $ 1,282,568 ( 2 ) ( 3 ) I ( 1 ) ( 2 ) ( 3 ) See footnote ( 1 ) ( 2 ) ( 3 ) ( 5 )
PIK - Election Convertible Note due 2023 $ 0.4 12/14/2017 J ( 2 )( 3 ) 05/03/2023 Common Stock 625,619 ( 2 ) ( 3 ) $ 250,248 ( 2 ) ( 3 ) I ( 1 ) ( 2 ) ( 3 ) See footnote ( 1 ) ( 2 ) ( 3 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
IBS CAPITAL LLC
ONE INTERNATIONAL PLACE
SUITE 3120
BOSTON, MA02110
X
IBS TURNAROUND FUND (QP) (A LTD PARTNERSHIP)
ONE INTERNATIONAL PLACE
SUITE 3120
BOSTON, MA02110
X
TAFT DAVID A
ONE INTERNATIONAL PLACE
SUITE 3120
BOSTON, MA02110
X
Signatures
/s/ David A. Taft, President of IBS Capital LLC 12/18/2017
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) 12/18/2017
Signature of Reporting Person Date
/s/ David A. Taft 12/18/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is being filed on behalf of IBS Capital LLC ("IBS Capital"), The IBS Turnaround Fund (QP) (A Limited Partnership) (the "QP Fund"), The IBS Turnaround Fund, L.P. (the "LP Fund"), The IBS Opportunity Fund, Ltd., (the "Opportunity Fund"), and David A. Taft ("Taft") (IBS Capital, the QP Fund, the LP Fund, the Opportunity Fund and Taft are each a "Reporting Person" and collectively the "Reporting Persons"), 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 LP Fund. IBS Capital is the investment manager of the Opportunity Fund. The QP Fund, the LP Fund and the Opportunity Fund are hereinafter referred to as the "IBS Capital Funds". Taft is the president and a member of IBS Capital.
( 2 )Each of the QP Fund, the LP Fund and the Opportunity Fund is the direct holder of a PIK Convertible Note issued by Applied Minerals, Inc. (the "Issuer") and due in 2018 (each, a "Series A Note"), pursuant to transactions previously reported on Form 4. As of December 14, 2017 (the "Transaction Date"), the QP Fund is the holder of Series A Notes in the principal amount of $2,575,534. The LP Fund is the holder of Series A Notes in the principal amount of $1,282,568. The Opportunity Fund is the holder of Series A Notes in the principal amount of $250,248.
( 3 )A majority of the holders of the Series A Notes voted to extend (the "Extension") the maturity date of the Series A Notes from November 3, 2018 to May 1, 2023, such Extension to be effective as of December 14, 2017 (The "Transaction Date"). The Series A Notes were initially issued on, and were exercisable from, November 4, 2014. In connection the Extension, the conversion price of the Series A Notes was reduced from $0.83 to $0.40 as of the Transaction Date. Following the reduction of the conversion price: (i) the Series A Notes held by the QP Fund are convertible into 6,438,834 shares of the Issuer's Common Stock ("Shares"); (ii) the Series A Notes held by the LP Fund are convertible into 3,206,419 Shares; and (iii) the Series A Notes held by the Opportunity Fund are convertible into 625,619 Shares. Pursuant to SEC guidance, the amendment to the Series A Notes is reported on this Form 4 as though the pre- Extension Series A Notes were cancelled and replaced with new Series A Notes.
( 4 )In connection with the Extension, on the Transaction Date the Issuer issued warrants (the "Warrants") representing the right to purchase Shares at an exercise price of $0.10 per Share, in the following amounts: (i) 299,317 Warrants issued to the LP Fund; (ii) 601,060 Warrants issued to the QP Fund; and (iii) 58,401 Warrants issued to the Opportunity Fund. The Warrants are each exercisable as of the Transaction Date and have an expiration date that is five years following the Transaction Date.
( 5 )The Reporting Persons each disclaim any beneficial ownership of the securities except to the extent of any pecuniary interest.
( 6 )Amount includes an additional $49,607 in principal amount representing PIK interest received.

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