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SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549

 

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SCHEDULE 13G/A

(Rule 13d-102)

 

Under the Securities Exchange Act of 1934

(Amendment No. 1 )

Comstock Mining Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

 

205750102

(CUSIP Number)

December 31, 2013

(Date of event which requires filing of this statement)

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

x

Rule 13d-1(b)

¨

Rule 13d-1(c)

¨

Rule 13d-1(d)

(Page 1 of 8 Pages)

 

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*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

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¹   As of December 31, 2013, the Reporting Person had the power to vote or direct the voting of, and the power to dispose or direct the disposition of, an aggregate of 5,962,773 shares of Common Stock (as defined in Item 2(d) below), comprised of (i) 2,857,470 shares of Common Stock, (ii) 575,000 shares of Common Stock issuable upon conversion of Series A-1 Preferred Stock (as defined in Item 2(a) below) and (iii) 2,530,303 shares of Common Stock issuable upon conversion of Series B Preferred Stock (as defined in Item 2(a) below).

²   See Footnote 1.

³   See Footnote 1.

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⁴ As of December 31, 2013, the Reporting Person had the power to vote or direct the voting of, and the power to dispose or direct the disposition of, an aggregate of 5,962,773 shares of Common Stock, comprised of (i) 2,857,470 shares of Common Stock, (ii)  575,000 shares of Common Stock issuable upon conversion of Series A-1 Preferred Stock and (iii) 2,530,303 shares of Common Stock issuable upon conversion of Series B Preferred Stock.

⁵   See Footnote 4.

⁶   See Footnote 4.

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⁷ As of December 31, 2013, the Reporting Person had the power to vote or direct the voting of, and the power to dispose or direct the disposition of, an aggregate of 5,962,773 shares of Common Stock, comprised of (i) 2,857,470 shares of Common Stock, (ii) 575,000 shares of Common Stock issuable upon conversion of Series A-1 Preferred Stock and (iii) 2,530,303 shares of Common Stock issuable upon conversion of Series B Preferred Stock.

⁸   See Footnote 7.

⁹   See Footnote 7.

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Item 1(a).

Name of Issuer:  Comstock Mining Inc. (the "Issuer")

Item 1(b).

Address of Issuer's Principal Executive Offices:

1200 American Flat Road, Virginia City, Nevada 89440

Item 2(a).

Name of Person Filing:

This statement is filed by:

(i) Solus Alternative Asset Management LP, a Delaware limited partnership registered with the Securities and Exchange Commission (the “SEC"), which serves as the investment manager (the “Investment Manager”) to certain investment funds and/or accounts (the “Funds”), with respect to the shares of Common Stock ( as defined in Item 2(d) below) held by the Funds and the shares of Common Stock issuable upon conversion of the Series A convertible preferred stock of the Issuer (the "Series A Preferred Stock") and the Series B preferred stock of the Issuer (the "Series B Preferred Stock") held by the Funds;

(ii) Solus GP LLC, a Delaware limited liability company (the “GP”), which serves as the general partner to the Investment Manager, with respect to the shares of Common Stock held by the Funds and the shares of Common Stock issuable upon conversion of the Series A Preferred Stock and the Series B Preferred Stock held by the Funds; and

(iii) Mr. Christopher Pucillo (“Mr. Pucillo”), a United States citizen, who serves as the managing member to the GP with respect to the shares of Common Stock held by the Funds and the shares of Common Stock issuable upon conversion of the Series A Preferred Stock and the Series B Preferred Stock held by the Funds.

The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

Item 2(b).

Address of Principal Business Office or, if None, Residence:

410 Park Avenue, 11^th Floor, New York, NY  10022

Item 2(c).

Citizenship:  Delaware

Item 2(d).

Title of Class of Securities:  Common stock, par value $0.000666 per share (the "Common Stock")

Item 2(e).

CUSIP Number:  205750102

Item 3.

If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

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If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________________

Item 4.

Ownership.

The percentages used herein and in the rest of this Schedule 13G are calculated based upon the 67,992,581 shares of Common Stock reported to be outstanding by the Issuer as of October 25,2013 in its quarterly report on Form 10-Q filed on October 31, 2013.

(a)

Amount beneficially owned: 5,962,77310

(b)

Percent of class: 8.39%

(c)

(i) Sole power to vote or direct the vote: N/A

¹⁰ As of December 31, 2013, the Reporting Person had the power to vote or direct the voting of, and the power to dispose or direct the disposition of, an aggregate of 5,962,773 shares of Common Stock, comprised of (i) 2,857,470 shares of Common Stock, (ii)  575,000 shares of Common Stock issuable upon conversion of Series A-1 Preferred Stock and (iii) 2,530,303 shares of Common Stock issuable upon conversion of Series B Preferred Stock.

¹¹   See Footnote 10.

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Each Reporting Person hereby expressly disclaims beneficial ownership in the securities reported in this Schedule 13G and membership in a “group” as that term is described in Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended.

Item 5.

Ownership of Five Percent or Less of a Class.

N/A

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

As of December 31, 2013, the Funds managed on a discretionary basis by the Reporting Persons had the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of the Common Stock.  One such account, Solus Core Opportunities Master Fund, Ltd, had the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of more than 5% of the Common Stock.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

N/A

Item 8.

Identification and Classification of Members of the Group.

N/A

Item 9.

Notice of Dissolution of Group.

N/A

Item 10.

Certification.

The Reporting Person hereby makes the following certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

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¹²    See Footnote 10.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

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