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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GMT CAPITAL CORP GMT CAPITAL CORP 2300 WINDY RIDGE PARKWAY SUITE 550 SOUTH ATLANTA, GA 30339 |
X | |||
BAY RESOURCE PARTNERS LP 2300 WINDY RIDGE PARKWAY SUITE 550 SOUTH ATLANTA, GA 30339 |
X | |||
BAY II RESOURCE PARTNERS LP 2300 WINDY RIDGE PARKWAY SUITE 550 SOUTH ATLANTA, GA 30339 |
X | |||
BAY RESOURCE PARTNERS OFFSHORE MASTER FUND, L.P. 2300 WINDY RIDGE PARKWAY SUITE 550 SOUTH ATLANTA, GA 30339 |
X | |||
CLAUGUS THOMAS E GMT CAPITAL CORP 2300 WINDY RIDGE PARKWAY SUITE 550 SOUTH ATLANTA, GA 30339 |
X | |||
GMT Exploration Co LLC 1560 Broadway STE 2000 Denver, CO 80202 |
X |
/s/ Philip J. Meyers | 04/10/2019 | |
**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) | This Form 4 is being jointly filed by Bay Resource Partners, L.P. (Bay), a Delaware limited partnership, Bay II Resource Partners, L.P. (Bay II), a Delaware limited partnership, Bay Resource Partners Offshore Master Fund, L.P. (Bay Offshore), an exempted limited partnership organized under the laws of the Cayman Islands, GMT Exploration Company LLC (GMT Exploration), a Delaware limited liability company, GMT Capital Corp., a Georgia corporation (GMT Capital) on behalf of certain sub-advised accounts managed by it, and Thomas E. Claugus (Claugus), a United States citizen. The foregoing persons are hereinafter sometimes collectively referred to as the Reporting Persons. Bay, Bay II, Bay Offshore, and Claugus each have the same address as the designated filer in Item 1 of this Form 4. GMT Exploration's address is 1560 Broadway, Suite 2000, Denver, Colorado 80202. |
(2) | GMT Capital is the general partner of Bay and Bay II and has the power to direct the affairs of Bay and Bay II, including voting and disposition of shares. As the discretionary investment manager of Bay Offshore, GMT Capital has power to direct voting and disposition of shares held by Bay Offshore and certain sub-advised accounts it manages. Claugus is the President of GMT Capital and in that capacity, directs the operations of each of Bay and Bay II and voting and disposition of shares held by Bay Offshore and certain sub-advised accounts. GMT Capital is also the non-discretionary manager of GMT Exploration through a separately managed account relationship. In addition, Claugus owns a controlling interest in GMT Exploration. GMT Capital and Claugus may be deemed to beneficially own indirect pecuniary interest as the result of performance-based fees and profit allocations. Each of GMT Capital and Claugus disclaims such beneficial ownership except to the extent ultimately realized. |
(3) | The aggregate number of shares of common stock purchased on April 8, 2019, was 100,000 shares, at a price of $2.49 per share, resulting in an aggregate number of shares owned by the Reporting Persons of 74,219,986. Such shares were purchased, and thereafter beneficially owned by the Reporting Persons in the following amounts: Bay = 31,200 shares purchased resulting in ownership of 20,725,790 shares; Bay II = 21,800 shares purchased resulting in ownership of 17,593,030 shares; Offshore Fund = 41,600 shares purchased resulting in ownership of 30,675,456 shares; GMT Capital = 1,000 shares purchased resulting in ownership of 850,010 shares; Claugus = 4,400 shares purchased resulting in ownership of 2,848,800 shares; GMT Exploration = 0 shares purchased resulting in ownership of 1,526,900 shares. |