FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Searchlight Minerals Corp. [ SRCH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/21/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | ||||||
COMMON STOCK | 05/21/2012 | P | 2,500 | A | $0.945 | 2,500 | I | See Footnote(1) | ||
COMMON STOCK | 05/21/2012 | P | 10,000 | A | $0.95 | 12,500 | I | See Footnote(1) | ||
COMMON STOCK | 05/21/2012 | P | 37,500 | A | $0.96 | 50,000 | I | See Footnote(1) | ||
COMMON STOCK | 255,000(2) | D | ||||||||
COMMON STOCK | 305,000(3) | I | The Martin Oring Financial Trust Dated December 20, 2006(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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 | ||||||||
OPTIONS | $1.22 | (4) | (4) | Common Stock | 600,000 | 600,000 | I | By Wealth Preservation, LLC(5) | |||||||
OPTIONS | $0.975 | 09/30/2010 | 09/30/2015 | Common Stock | 18,462 | 18,462 | I | By Wealth Preservation, LLC(5) | |||||||
OPTIONS | $0.91 | (6) | (6) | Common Stock | 300,000 | 300,000 | I | By Wealth Preservation, LLC(5) | |||||||
OPTIONS | $0.7 | 06/30/2010 | 06/30/2015 | Common Stock | 25,714 | 25,714 | I | By Wealth Preservation, LLC(5) | |||||||
OPTIONS | $1.2 | 03/31/2010 | 03/31/2015 | Common Stock | 15,000 | 15,000 | I | By Wealth Preservation, LLC(5) | |||||||
OPTIONS | $1.6 | 12/31/2009 | 12/31/2014 | Common Stock | 11,250 | 11,250 | I | By Wealth Preservation, LLC(5) | |||||||
OPTIONS | $1.82 | 09/30/2009 | 09/30/2014 | Common Stock | 9,890 | 9,890 | I | By Wealth Preservation, LLC(5) | |||||||
OPTIONS | $2.44 | 06/30/2009 | 06/30/2014 | Common Stock | 7,377 | 7,377 | I | By Wealth Preservation, LLC(5) | |||||||
OPTIONS | $2.74 | 03/31/2009 | 03/31/2014 | Common Stock | 6,569 | 6,569 | I | By Wealth Preservation, LLC(5) | |||||||
OPTIONS | $2.45 | 12/31/2008 | 12/31/2013 | Common Stock | 7,347 | 7,347 | I | By Wealth Preservation, LLC(5) | |||||||
OPTIONS | $1.45 | (7) | (7) | Common Stock | 200,000 | 200,000 | I | By Wealth Preservation, LLC(5) | |||||||
WARRANTS | $1.85 | 02/23/2007 | 11/12/2012 | Common Stock | 62,500 | 62,500 | D |
Explanation of Responses: |
1. The shares of common stock are held by Mr. Oring's wife, Mrs. Olivia Oring. |
2. 130,000 of the 255,000 shares of common stock are jointly held with Mr. Oring's wife. |
3. The 305,000 shares of common stock of Searchlight Minerals Corp. are held by the Martin Oring Financial Trust Dated December 20, 2006 for the benefit of his children and grandchildren. Mrs. Olivia Oring is one of the trustees of the Martin Oring Financial Trust. Mrs. Olivia Oring is Mr. Oring's wife. |
4. On September 21, 2011, Mr. Oring received options to purchase up to 600,000 shares of common stock for his service as an officer of Searchlight Minerals Corp. 200,000 options vested immediately. The remaining 400,000 options vest upon certain events and milestones. The options each expire on the five year anniversary of the date that they vest. |
5. Mr. Oring is a managing member of Wealth Preservation, LLC. Mr. Oring and Mrs. Olivia Oring are the sole members of the LLC. |
6. In connection with Mr. Oring's employment as Chief Executive Officer and President, effective as of October 1, 2010, Mr. Oring received options to purchase 300,000 shares of Searchlight Minerals Corp.'s common stock. 200,000 options have vested. The remaining options vest upon certain events and milestones as set forth in the Mr. Oring's Stock Option Agreement dated October 1, 2010. The options each expire on the five year anniversary of the date that they vest. |
7. The options vest pro rata over four years, from October 6, 2009 through October 6, 2012. The options each expire on the five year anniversary of the date that they vest. |
/s/ Martin B. Oring | 05/21/2012 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |