| 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
EL CAPITAN PRECIOUS METALS INC [ ECPN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/27/2015 | ||||||||||||||||||||||||||
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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 | 4,495,980 | D | ||||||||
| Common Stock | 05/27/2015 | J | 200,000 | A | (1) | 200,000 | I | Shares issued to Management Resource Initiatives, Inc.(1) | ||
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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 | ||||||||
| Stock Options | $0.38 | 12/12/2013 | 01/31/2019 | Common Stock | 500,000 | 500,000 | D | ||||||||
| Stock Options | $0.21 | 07/06/2012 | 07/06/2022 | Common Stock | 500,000 | 500,000 | D | ||||||||
| Stock Options | $1.02 | 11/30/2012 | 02/07/2018 | Common Stock | 500,000 | 500,000 | D | ||||||||
| Stock Options (right to buy) | $0.215 | 01/15/2013 | 01/15/2018 | Common Stock | 500,000 | 500,000 | D | ||||||||
| Stock Options (right to buy) | $0.16 | 12/12/2013 | 12/12/2018 | Common Stock | 500,000 | 500,000 | D | ||||||||
| Stock Options (right to buy) | $0.31 | 03/14/2014 | 03/14/2019 | Common Stock | 500,000 | 500,000 | D | ||||||||
| Series B Convertible Preferred Stock | (2) | 08/01/2014 | (3) | Common Stock | 51 | 51 | D | ||||||||
| Stock Options (right to buy) | $0.15 | 11/03/2014 | 11/03/2024 | Common Stock | 500,000 | 500,000 | D | ||||||||
| Explanation of Responses: |
| 1. Shares of common stock of the Company issued for no additional payment as consideration for a loan made to the Company by Management Resource Initiatives, Inc. ("MRI") on February 4, 2015. The relative fair value of the shares was determined to be $10,435 and recorded as a discount to the note evidencing the loan. MRI is controlled by Mr. Stapleton, who is the Chief Financial Officer and a Director of El Capitan. |
| 2. Series B Convertible Preferred Stock is convertible into common stock on a one-for-one basis. The Series B Convertible Preferred Stock provides that the holders of outstanding shares of Series B Convertible Preferred Stock hold in the aggregate approximately 51% of the total voting power of all issued and outstanding voting capital of the Issuer. These voting rights apply solely with respect to matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent and relate to Company capitalization (including, without limitation, increasing and/or decreasing the number of authorized shares of common stock and/or preferred stock, and implementing forward and/or reverse stock splits) and changes in the Company's name. The holders of outstanding shares of Series B Convertible Preferred Stock do not otherwise have the right to vote on matters brought before the stockholders. |
| 3. No expiration date. |
| /s/ John F. Stapleton | 05/28/2015 | |
| ** 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. | ||