SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* SAMLYN CAPITAL, LLC (Last) (First) (Middle) 500 PARK AVENUE, 2ND FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/22/2011	3. Issuer Name and Ticker or Trading Symbol Applied Minerals, Inc. [ AMNL.OB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,850,000(1)	I	See Footnote(2)(3)
Common Stock	6,150,000(1)	I	See Footnote(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Warrants (right to buy)	12/22/2011	12/22/2016	Common Stock	1,925,000(1)	$2	I	See Footnote(2)(3)
Common Stock Warrants (right to buy)	12/22/2011	12/22/2016	Common Stock	3,075,000(1)	$2	I	See Footnote(2)(3)

1. Name and Address of Reporting Person* SAMLYN CAPITAL, LLC (Last) (First) (Middle) 500 PARK AVENUE, 2ND FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SAMLYN ONSHORE FUND LP (Last) (First) (Middle) 500 PARK AVENUE, 2ND FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Samlyn Offshore Master Fund Ltd. (Last) (First) (Middle) 500 PARK AVENUE, 2ND FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Samlyn Partners, LLC (Last) (First) (Middle) 500 PARK AVENUE, 2ND FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* POHLY ROBERT (Last) (First) (Middle) 500 PARK AVENUE, 2ND FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On December 22, 2011, Applied Minerals, Inc. (the "Issuer"), Samlyn Onshore Fund, LP ("Samlyn Onshore") and Samlyn Offshore Master Fund, Ltd. ("Samlyn Offshore", and together with Samlyn Onshore, the "Investors") entered into an Investment Agreement (the "Investment Agreement") pursuant to which the Investors collectively agreed to purchase 10,000,000 shares of the Issuer's common stock and warrants to collectively purchase an additional 5,000,000 shares of the Issuer's common stock (the "Warrants") for an aggregate purchase price of $10,000,000. Pursuant to the Investment Agreement, the Issuer issued 3,850,000 shares of common stock and 1,925,000 Warrants to Samlyn Onshore and 6,150,000 shares of common stock and 3,075,000 Warrants to Samlyn Offshore.

2. Samlyn Capital, LLC ("Samlyn Capital") may be deemed to indirectly beneficially own the 3,850,000 shares of the Issuer's common stock and the 1,925,000 Warrants directly held by Samlyn Onshore and the 6,150,000 shares of the Issuer's common stock and 3,075,000 Warrants directly held by Samlyn Offshore because of Samlyn Capital's relationship with Samlyn Onshore and Samlyn Offshore. Samlyn Capital acts as the investment manager to both Samlyn Onshore and Samlyn Offshore. In addition, Samlyn Partners, LLC ("Samlyn Partners") may be deemed to indirectly beneficially own the 3,850,000 shares of the Issuer's common stock and the 1,925,000 Warrants directly held by Samlyn Onshore because Samlyn Partners is the general partner of Samlyn Onshore.

3. (continued from Footnote 2) Robert Pohly ("Mr. Pohly") may be deemed to indirectly beneficially own the 3,850,000 shares of the Issuer's common stock and the 1,925,000 Warrants directly held by Samlyn Onshore and the 6,150,000 shares of the Issuer's common stock and 3,075,000 Warrants directly held by Samlyn Offshore because of Mr. Pohly's relationship with Samlyn Partners and Samlyn Capital. Mr. Pohly is the managing member of both Samlyn Partners and Samlyn Capital. Each of Samlyn Capital, Samlyn Partners and Mr. Pohly disclaims beneficial ownership of any of the Issuer's securities as to which this report relates except to the extent of their respective pecuniary interest therein, and this report shall not be deemed an admission that any of Samlyn Capital, Samlyn Partners or Mr. Pohly is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

	Samlyn Capital, LLC, By: /s/ Robert Pohly, Managing Member	01/03/2012
	Samlyn Onshore Fund, LP, By: Samlyn Partners, LLC, its general partner, By:/s/ Robert Pohly, Managing Member	01/03/2012
	Samlyn Offshore Master Fund, Ltd., By: /s/ Robert Pohly, Director	01/03/2012
	Samlyn Partners, LLC, By:/s/ Robert Pohly, Managing Member	01/03/2012
	/s/ Robert Pohly	01/03/2012
	** Signature of Reporting Person	Date
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