SEC FORM 5/A

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

IBS CAPITAL LLC

(Last)

(First)

(Middle)

ONE INTERNATIONAL PLACE

SUITE 2401

(Street)

BOSTON

02110

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Applied Minerals, Inc. [ AMNL ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/29/2010

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 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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/17/2009		C4⁽⁷⁾⁽⁹⁾	1,561,666⁽⁷⁾⁽⁹⁾⁽¹⁴⁾	A	$0.35⁽⁷⁾⁽⁹⁾	15,531,581⁽¹⁾⁽¹¹⁾⁽¹⁴⁾	I	See Notes 1 and 11.⁽¹⁾⁽¹¹⁾
Common Stock	12/17/2009		C4⁽⁸⁾⁽¹⁰⁾	1,053,256⁽⁸⁾⁽¹⁰⁾⁽¹⁴⁾	A	$0.5⁽⁸⁾⁽¹⁰⁾	16,584,837⁽¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾	I	See Notes 1, 12 and 13.⁽¹⁾⁽¹²⁾⁽¹³⁾

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)	4. Transaction Code (Instr. 8)	(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)
10% PIK-Election Convertible Notes⁽⁴⁾	$0.35⁽⁴⁾⁽⁶⁾	06/15/2009		4J⁽⁴⁾	2⁽⁴⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	0⁽¹⁾⁽⁴⁾⁽⁶⁾	⁽⁴⁾⁽⁶⁾	2⁽¹⁾⁽⁴⁾⁽⁶⁾	I	See Notes 1, 4 and 6.⁽¹⁾⁽⁴⁾⁽⁶⁾
10% PIK-Election Convertible Notes⁽⁵⁾	$0.5⁽⁵⁾⁽⁶⁾	06/15/2009		4J⁽⁵⁾	2⁽⁵⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	0⁽¹⁾⁽⁵⁾⁽⁶⁾	⁽⁵⁾⁽⁶⁾	2⁽¹⁾⁽⁵⁾⁽⁶⁾	I	See Notes 1,5 and 6.
10% PIK-Election Convertible Notes⁽²⁾	$0.35⁽²⁾	12/17/2009		4C⁽⁷⁾		2⁽²⁾⁽⁷⁾	12/17/2009⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Common Stock	1,490,634⁽¹⁾⁽⁷⁾⁽¹⁴⁾	$0.35⁽²⁾⁽⁷⁾	0	I	See Notes 1 and 7.⁽¹⁾⁽⁷⁾
10% PIK-Election Convertible Notes⁽³⁾	$0.5⁽³⁾	12/17/2009		4C⁽⁸⁾		2⁽³⁾⁽⁸⁾	12/17/2009⁽⁶⁾⁽⁸⁾	⁽⁶⁾⁽⁸⁾	Common Stock	1,041,868⁽¹⁾⁽⁸⁾⁽¹⁴⁾	$0.5⁽³⁾⁽⁸⁾	0	I	See Notes 1 and 8.⁽¹⁾⁽⁸⁾
10% PIK-Election Convertible Notes⁽⁴⁾	$0.35⁽⁴⁾	12/17/2009		4C⁽⁹⁾		2⁽⁴⁾⁽⁹⁾	12/17/2009⁽⁶⁾⁽⁹⁾	⁽⁶⁾⁽⁹⁾	Common Stock	71,032⁽¹⁾⁽⁹⁾	$0.35⁽⁴⁾⁽⁹⁾	0	I	See Notes 1 and 9.⁽¹⁾⁽⁹⁾
10% PIK-Election Convertible Notes⁽⁵⁾	$0.5⁽⁵⁾	12/17/2009		4C⁽¹⁰⁾		2⁽⁵⁾⁽¹⁰⁾	12/17/2009⁽⁶⁾⁽¹⁰⁾	⁽⁶⁾⁽¹⁰⁾	Common Stock	11,388⁽¹⁾⁽¹⁰⁾	$0.5⁽⁵⁾⁽¹⁰⁾	0	I	See Notes 1 and 10.⁽¹⁾⁽¹⁰⁾

1. Name and Address of Reporting Person^*

IBS CAPITAL LLC

(Last)

(First)

(Middle)

ONE INTERNATIONAL PLACE

SUITE 2401

(Street)

BOSTON

02110

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

IBS TURNAROUND FUND (QP) (A LTD PARTNERSHIP)

(Last)

(First)

(Middle)

ONE INTERNATIONAL PLACE

STE 2410

(Street)

BOSTON

02110

(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. IBS Capital LLC ("IBS") is the general partner of The IBS Turnaround (QP) Fund (A Limited Partnership) ("QP Fund") and The IBS Turnaround Fund (A Limited Partnership) ("LP Fund"). IBS Capital LLC is the investment adviser of The IBS Opportunity Fund (BVI), Ltd. ("Opportunity Fund").

2. Pursuant to a series of note issuances on December 30, 2008, the issuer issued to each of the QP Fund and the LP Fund a 10% PIK-Election Convertible Note (the "0.35 Primary Notes") on substantially the same terms and conditions. The conversion price for the .35 Notes is $0.35 per share (the ".35 Conversion Price").

3. Pursuant to a series of note issuances on May 4, 2009, the issuer issued to each of the QP Fund and the LP Fund a 10% PIK-Election Convertible Note (the "0.50 Primary Notes") on substantially the same terms and conditions. The conversion price for the .50 Notes is $0.50 per share (the ".50 Conversion Price"). The .35 Primary Notes and the .50 Primary Notes shall be referred to herein as the "Primary Notes." The .35 Conversion Price and the .50 Conversion Price shall be referred to herein as the "Conversion Prices."

4. On June 15, 2009, the Company issued to each of the QP Fund and the LP Fund a 10% PIK-Election Convertible Note (the ".35 Interest Notes") in respect of interest due on the .35 Primary Notes on substantially the same terms and conditions. The conversion price for the .35 Notes is the .35 Conversion Price. The principal amount of the .35 Interest Note issued to the QP Fund was $17,900 and the princial amount of the .35 Interest Note issued to the LP Fund was $6,961.11.

5. On June 15, 2009, the Company issued to each of the QP Fund and the LP Fund a 10% PIK-Election Convertible Note (the ".50 Interest Notes") in respect of interest due on the .50 Primary Notes on substantially the same terms and conditions. The conversion price for the .50 Notes is the .50 Conversion Price. The principal amount of the .50 Interest Note issued to the QP Fund was $3,644.44 and the principal amount of the .50 Interest Note issued to the LP Fund was $2,050. The .35 Interest Notes and the .50 Interest Notes shall be referred to herein as the "Interest Notes," and the Primary Notes and the Interest Notes shall be referred to herein as the "Notes."

6. The Notes mature on December 15, 2018. At the noteholder's option, amounts outstanding under a Note may be converted into Common Stock at any time after the issuer has authorized sufficient shares to convert such amounts outstanding into Common Stock at the applicable Conversion Price. The amount outstanding under a Note shall be mandatorily converted into Common Stock of the issuer at the applicable Conversion Price upon: (i) the issuer's authorization of a sufficient number of shares to convert amounts outstanding under all of the notes in the series into Common Stock; (ii) the average closing bid or market price of Common Stock for the preceding five days being in excess of the applicable Conversion Price; and (iii) either (a) the issuer has filed a registration statement for the resale the number of shares of Common Stock into which the outstanding amount under a Note is convertible or (b) the shares are resalable under Rule 144.

7. On December 17, 2009, the Company issued 1,490,634 shares upon conversion of the entire amounts outstanding under the .35 Primary Notes as follows: (i) 1,073,257 shares to the QP Fund upon the conversion at the .35 Conversion Price of the outstanding amount of $375,640 due under the .35 Primary Note that was issued to the QP Fund and (ii) 417,377 shares to the LP Fund upon the conversion at the .35 Conversion Price of the outstanding amount of $146,082 due under the .35 Primary Note that was issued to the LP Fund.

8. On December 17, the Company issued 1,041,868 shares upon conversion of the entire amounts outstanding under the .50 Primary Notes as follows: (i) 666,796 shares to the QP Fund upon the conversion at the .50 Conversion Price of the outstanding amount of $333,399 due under the .50 Primary Note that was issued to the QP Fund and (ii) 375,072 shares to the LP Fund upon the conversion at the .50 Conversion Price of the outstanding amount of $187,537 due under the .50 Primary Note that was issued to the LP Fund.

9. On December 17, the Company issued 71, 032 shares upon conversion of the entire amounts outstanding under the .35 Interest Notes as follows: (i) 51,143 shares to the QP Fund upon the conversion at the .35 Conversion Price of the outstanding amount of $17,900 due under the .35 Interest Note that was issued to the QP Fund and (ii) 19,889 shares to the LP Fund upon the conversion at the .35 Conversion Price of the outstanding amount of $6,961 due under the .35 Interest Note that was issued to the LP Fund.

10. On December 17, the Company issued 11,388 shares upon conversion of the entire amounts outstanding under the .50 Interest Notes as follows: (i) 7,288 shares to the QP Fund upon the conversion .50 Conversion Price of the outstanding amount of $3,644 due under the .50 Interest Note that was issued to the QP Fund and (ii) 4,100 shares to the LP Fund upon the conversion at the .50 Conversion Price of the outstanding amount of $2,050 due under the .50 Interest Note that was issued to the LP Fund.

11. After the completion of the December 17, 2009 conversions of the .35 Primary Notes and .35 Interest Notes, (i) the QP Fund beneficially owned 9,037,998 shares; (ii) the LP Fund beneficially owned 3,978,308 shares; and (iii) the Opportunity Fund beneficially owned 2,515,275 shares.

12. After the completion of the December 17, 2009 conversions of all Notes, (i) the QP Fund beneficially owned 9,712,082 shares; (ii) the LP Fund beneficially owned 4,357,480 shares; and (iii) the Opportunity Fund beneficially owned 2,515,275 shares.

13. As of the filing of this amendment to Form 5: (i) the QP Fund beneficially owns 9,430,082 shares; (ii) the LP Fund beneficially owns 4,357,480 shares; and (iii) the Opportunity Fund beneficially owns 2,797,275 shares.

14. This amendment to Form 5 is filed solely to correct rounding errors in calculations with respect to the number of shares issued to the QP Fund and LP Fund on December 17, 2009 upon conversion of the Notes, based on final settlement of the conversion.

	IBS Capital LLC, by David A. Taft, Manager	05/19/2010
	IBS TURNAROUND FUND (QP) (A LTD PARTNERSHIP) By IBS Capital LLC, Its General Partner, David A. Taft, Manager	05/19/2010
	** Signature of Reporting Person	Date
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