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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% senior convertible promissory notes | (1) | 01/28/2015(2) | P | 1,500,000 | (1) | (3) | Common Stock | 1,500,000 | (4) | 1,500,000 | D | ||||
| Common stock purchase warrants (right to buy) | $ 1 | 01/28/2015(2) | P | 1,500,000 | 06/26/2015 | 12/26/2019 | Common Stock | 1,500,000 | (4) | 1,500,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| HANSEN BRUCE D C/O GENERAL MOLY, INC. 1726 COLE BLVD., SUITE 115 LAKEWOOD, CO 80401 |
X | Chief Executive Officer | ||
| /s/ Jennifer A. D'Alessandro, as attorney-in-fact | 01/29/2015 | |
| **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) | The notes are convertible at any time at the option of the holder into common stock of the issuer. The conversion price is equal to 80% of the greater of (i) the average volume weighted average price ("VWAP") for the 30 business day period ending on the business day prior to the date of notice of conversion, or (ii) the average VWAP for the 30 business day period ending on the original issue date of the notes; provided that in no event will the conversion price be less than $0.32. The total number of shares of common stock into which the notes are convertible shall not exceed 100 shares of common stock for each $100 principal amount converted, subject to adjustment for stock splits, dividends and combinations. |
| (2) | On December 22, 2014, the issuer entered into definitive agreements for the private placement of units, each consisting of consisting of (i) one 10% senior convertible promissory note with an original principal amount of $100 and (ii) 100 warrants, each exercisable to purchase one share of the Company's common stock, par value $0.001 per share. The private placement closed on December 26, 2014. On January 28, 2015, the final legal condition to issuance of the shares of common stock underlying the notes and warrants was satisfied when the NYSE MKT approved the listing of such shares. |
| (3) | The notes mature on December 26, 2019. |
| (4) | The purchase price for each unit was $100. |