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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
10% PIK-Election Convertible Note | $ 0.35 | 04/09/2009 | P | 71,428 (1) (2) (3) | (2) | 12/15/2018 | Common Stock | 71,428 (1) (2) (3) | $ 25,000 (1) | 214,285 (1) (2) (3) | I | Material Advisors LLC (1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Zeitoun Andre 110 GREENE STREET, SUITE 1101 NEW YORK, NY 10012 |
X | President and CEO |
/s/ Andre Zeitoun | 04/27/2009 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Pursuant to a series of note issuances, Atlas Mining Company ("Company") issued to Material Advisors LLC ("Material Advisors") a 10% PIK-Election Convertible Note ("Note") in the principal amount of $25,000. Reporting Person is the manager and an owner of membership interests in Material Advisors. This filing will not be deemed an admission that reporting person is a beneficial owner of the Note or the Common Stock into which the Note is convertible and because voting and investment decisions of Material Advisors require and are made by three or more individuals the ownership of the Note and all of the Common Stock into which the Note is convertible is expressly disclaimed. |
(2) | Note Maturity date is December 15, 2018. At Noteholder's option, amounts outstanding under Note may be converted into Common Stock at any time after Company has authorized sufficient shares to convert amounts outstanding under all notes of the series into Common Stock at conversion price of $.35 per share ("Conversion Price"). Amounts outstanding under Note are mandatorily convertible into Company Common Stock when: (i) Company has authorized a sufficient number of shares to convert amounts outstanding under all notes of the series into Common Stock; (ii)average closing bid or market price of Common Stock for preceding five trading days exceeds Conversion Price; and (iii) either (a) Company has filed a registration statement for resale of the number of shares of Common Stock into which outstanding amount under Note is convertible, or (b) the shares are resalable under Rule 144. |
(3) | Principal amount of $25,000 now outstanding under Note would convert into 71,428 shares of Common Stock. Reporting person owns a note in same series in principal amount of $50,000, convertible into 142,857 shares of Common Stock as reported on the Form 3 filed by reporting person on January 9, 2009. |