SEC FORM 4

SEC Form 4

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^*

HALE MARTIN M JR

(Last)

(First)

(Middle)

17 STATE STREET, SUITE 3230

(Street)

NEW YORK

10004

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Midway Gold Corp [ MDW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares, no par value (the "Common Shares")⁽¹⁾⁽²⁾	10/01/2014		A		1,157,154	A	⁽¹⁾	20,951,045⁽²⁾	I	See footnote⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The Common Shares reported herein were issued to (i) HCP-MID, LLC, a Delaware limited liability company ("HCP-MID"), (ii) EREF-MID II, LLC, a Delaware limited liability company ("EREF-MID II"), and (iii) INV-MID, LLC, a Delaware limited liability company ("INV-MID"), as a dividend payment on the Series A Preferred Shares of the Issuer held by each of them and were approved in advance by the Issuer's board of directors in the manner prescribed by Rule 16b-3(d). Hale Fund Management, LLC, a Delaware limited liability company ("HFM"), is the manager of INV-MID, but as manager does not have voting or investment power over any securities held by INV-MID or issuable upon conversion or exercise of any securities held by INV-MID.

2. The Common Shares reported herein are held by Hale Capital Partners, LP, a Delaware limited partnership ("HCP"), HCP-MID, EREF-MID, LLC, a Delaware limited liability company ("EREF-MID"), EREF-MID II and INV-MID. Martin M. Hale, Jr. ("MH") is the Chief Executive Officer of HCP, the sole member of HCP-MID. MH is also (i) the sole owner and managing member of Hale Fund Partners, LLC, a Delaware limited liability company ("HFP"), the general partner of HCP and (ii) the sole owner and Chief Executive Officer of HFM. HFM is (i) the manager and an equity holder of INV-MID, (ii) the general partner of Hale Capital Management, LP ("HCM"), the manager of HCP and (iii) the manager of each of EREF-MID and EREF MID II. Each of HCP, HCP-MID, EREF-MID, EREF-MID II, INV-MID, MH, HFP, HFM and HCM disclaims beneficial ownership of the securities reported herein, except to the extent of his or its pecuniary interest therein.

Remarks:

MH serves as a director on the board of directors of the Issuer. Accordingly, HCP, HCP-MID, EREF-MID, EREF-MID II, INV-MID, HFP, HFM and HCM may be deemed to be directors by deputization.

	/s/ Martin M. Hale, Jr.	10/03/2014
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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