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
Brazil Minerals, Inc. [ BMIX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/30/2017 | ||||||||||||||||||||||||||
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, par value $.001 per share(1) | 02/12/2021 | M | 1,245,836(2) | A | $0.0358 | 1,248,194(3) | D | |||
Common Stock, par value $.001 per share | 02/12/2021 | M | 2,818,918(4) | A | $0.0358 | 4,067,112 | D | |||
Common Stock, par value $.001 per share | 02/12/2021 | M | 4,387,298(5) | A | $0.0358 | 8,454,410 | D | |||
Common Stock, par value $.001 per share | 02/12/2021 | M | 6,240,575(6) | A | $0.0358 | 14,694,985 | D | |||
Common Stock, par value $.001 per share | 02/12/2021 | M | 6,405,860(7) | A | $0.0358 | 21,100,845 | D | |||
Common Stock, par value $.001 per share | 02/12/2021 | M | 12,304,245(8) | A | $0.0358 | 33,405,090 | D | |||
Common Stock, par value $.001 per share | 03/02/2021 | M | 11,147,142(9) | A | $0.0266 | 44,552,232 | D | |||
Common Stock, par value $.001 per share | 03/02/2021 | M | 13,717,172(10) | A | $0.0266 | 58,269,404 | D | |||
Common Stock, par value $.001 per share | 03/02/2021 | M | 2,909,479(11) | A | $0.0266 | 61,178,883 | D | |||
Common Stock, par value $.001 per share | 03/02/2021 | M | 7,188,323(12) | A | $0.0266 | 68,367,206 | D | |||
Common Stock, par value $.001 per share | 03/02/2021 | M | 7,940,966(13) | A | $0.0266 | 76,308,172 | D | |||
Common Stock, par value $.001 per share | 03/02/2021 | M | 10,930,116(14) | A | $0.0266 | 87,238,288 | D | |||
Common Stock, par value $.001 per share | 03/02/2021 | M | 13,546,635(15) | A | $0.0266 | 100,784,923 | D | |||
Common Stock, par value $.001 per share | 03/02/2021 | M | 9,613,473(16) | A | $0.0266 | 110,398,396 | D |
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 | ||||||||
Common Stock Options(17) | $0.0224 | 06/30/2017 | A | 1,055,000 | 06/30/2017 | 06/30/2022 | Common Stock | 1,055,000 | (18) | 1,055,000 | D | ||||
Common Stock Options | $0.0079 | 09/30/2017 | A | 1,598,600 | 09/30/2017 | 09/30/2022 | Common Stock | 1,598,600 | (18) | 2,653,600 | D | ||||
Common Stock Options | $0.004 | 12/31/2017 | A | 3,173,500 | 12/31/2017 | 12/31/2022 | Common Stock | 3,173,500 | (18) | 5,827,100 | D | ||||
Common Stock Options | $0.0037 | 03/31/2018 | A | 4,893,000 | 03/31/2018 | 03/31/2023 | Common Stock | 4,893,000 | (18) | 10,720,100 | D | ||||
Common Stock Options | $0.0024 | 06/30/2018 | A | 6,689,000 | 06/30/2018 | 06/30/2023 | Common Stock | 6,689,000 | (18) | 17,409,100 | D | ||||
Common Stock Options | $0.0015 | 09/30/2018 | A | 6,686,000 | 09/30/2018 | 09/30/2023 | Common Stock | 6,686,000 | (18) | 24,095,100 | D | ||||
Common Stock Options | $0.0014 | 12/31/2018 | A | 12,805,000 | 12/31/2018 | 12/31/2023 | Common Stock | 12,805,000 | (18) | 36,900,100 | D | ||||
Common Stock Options | $0.0011 | 03/31/2019 | A | 11,628,000 | 03/31/2019 | 03/31/2024 | Common Stock | 11,628,000 | (18) | 48,528,100 | D | ||||
Common Stock Options | $0.001 | 06/30/2019 | A | 14,253,000 | 06/30/2019 | 06/30/2024 | Common Stock | 14,253,000 | (18) | 62,781,100 | D | ||||
Common Stock Options | $0.0043 | 09/30/2019 | A | 3,470,500 | 09/30/2019 | 09/30/2024 | Common Stock | 3,470,500 | (18) | 66,251,600 | D | ||||
Common Stock Options | $0.0025 | 12/31/2019 | A | 7,934,000 | 12/31/2019 | 12/31/2024 | Common Stock | 7,934,000 | (18) | 74,185,600 | D | ||||
Common Stock Options | $0.0013 | 03/31/2020 | A | 8,349,000 | 03/31/2020 | 03/31/2025 | Common Stock | 8,349,000 | (18) | 82,534,600 | D | ||||
Common Stock Options | $0.0012 | 06/30/2020 | A | 11,446,500 | 06/30/2020 | 06/30/2025 | Common Stock | 11,446,500 | (18) | 93,981,100 | D | ||||
Common Stock Options | $0.0011 | 09/30/2020 | A | 14,131,000 | 09/30/2020 | 09/30/2025 | Common Stock | 14,131,000 | (18) | 108,112,100 | D | ||||
Common Stock Options | $0.001 | 12/31/2020 | A | 9,989,000 | 12/31/2020 | 12/31/2025 | Common Stock | 9,989,000 | (18) | 118,101,100 | D | ||||
Common Stock Options | (19) | 02/12/2021 | M | 1,598,600 | (20) | 09/30/2022 | Common Stock | 1,598,600 | $0.0358 | 116,502,500 | D | ||||
Common Stock Options | (19) | 02/12/2021 | M | 3,173,500 | (20) | 12/31/2022 | Common Stock | 3,173,500 | $0.0358 | 113,329,000 | D | ||||
Common Stock Options | (19) | 02/12/2021 | M | 4,893,000 | (20) | 03/31/2023 | Common Stock | 4,893,000 | $0.0358 | 108,436,000 | D | ||||
Common Stock Options | (19) | 02/12/2021 | M | 6,689,000 | (20) | 06/30/2023 | Common Stock | 6,689,000 | $0.0358 | 101,747,000 | D | ||||
Common Stock Options | (19) | 02/12/2021 | M | 6,686,000 | (20) | 09/30/2023 | Common Stock | 6,686,000 | $0.0358 | 95,061,000 | D | ||||
Common Stock Options | (19) | 02/12/2021 | M | 12,805,000 | (20) | 12/31/2023 | Common Stock | 12,805,000 | $0.0358 | 82,256,000 | D | ||||
Common Stock Options | (19) | 03/02/2021 | M | 11,628,000 | (20) | 03/31/2024 | Common Stock | 11,628,000 | $0.0266 | 70,628,000 | D | ||||
Common Stock Options | (19) | 03/02/2021 | M | 14,253,000 | (20) | 06/30/2024 | Common Stock | 14,253,000 | $0.0266 | 56,375,000 | D | ||||
Common Stock Options | (19) | 03/02/2021 | M | 3,470,500 | (20) | 09/30/2024 | Common Stock | 3,470,500 | $0.0266 | 52,904,500 | D | ||||
Common Stock Options | (19) | 03/02/2021 | M | 7,934,000 | (20) | 12/31/2024 | Common Stock | 7,934,000 | $0.0266 | 44,970,500 | D | ||||
Common Stock Options | (19) | 03/02/2021 | M | 8,349,000 | (20) | 03/31/2025 | Common Stock | 8,349,000 | $0.0266 | 36,621,500 | D | ||||
Common Stock Options | (19) | 03/02/2021 | M | 11,446,500 | (20) | 06/30/2025 | Common Stock | 11,446,500 | $0.0266 | 25,175,000 | D | ||||
Common Stock Options | (19) | 03/02/2021 | M | 14,131,000 | (20) | 09/30/2025 | Common Stock | 14,131,000 | $0.0266 | 11,044,000 | D | ||||
Common Stock Options | (19) | 03/02/2021 | M | 9,989,000 | (20) | 12/31/2025 | Common Stock | 9,989,000 | $0.0266 | 1,055,000 | D |
Explanation of Responses: |
1. This Report on Form 4 discloses previously unreported non-derivative security transactions effected by or on behalf of the reporting person since February 12, 2021. |
2. Stock received in connection with reporting person's cashless exercise of stock options granted on 9/30/2017. Reflects 352,764 shares withheld at the cashless exercise price of $0.0358 per share to fund the cashless exercise of 1,598,600 options. |
3. The amount of securities beneficially owned by the reporting person prior to this transaction was 2,358 as a result of a reverse stock split effected by the Issuer on January 27, 2017. |
4. Stock received in connection with reporting person's cashless exercise of stock options granted on 12/31/2017. Reflects 354,582 shares withheld at the cashless exercise price of $0.0358 per share to fund the cashless exercise of 3,173,500 options. |
5. Stock received in connection with reporting person's cashless exercise of stock options granted on 3/31/2018. Reflects 505,702 shares withheld at the cashless exercise price of $0.0358 per share to fund the cashless exercise of 4,893,000 options. |
6. Stock received in connection with reporting person's cashless exercise of stock options granted on 6/30/2018. Reflects 448,425 shares withheld at the cashless exercise price of $0.0358 per share to fund the cashless exercise of 6,689,000 options. |
7. Stock received in connection with reporting person's cashless exercise of stock options granted on 9/30/2018. Reflects 280,140 shares withheld at the cashless exercise price of $0.0358 per share to fund the cashless exercise of 6,686,000 options. |
8. Stock received in connection with reporting person's cashless exercise of stock options granted on 12/31/2018. Reflects 500,755 shares withheld at the cashless exercise price of $0.0358 per share to fund the cashless exercise of 12,805,000 options. |
9. Stock received in connection with reporting person's cashless exercise of stock options granted on 3/31/2019. Reflects 480,858 shares withheld at the cashless exercise price of $0.0266 per share to fund the cashless exercise of 11,628,000 options. |
10. Stock received in connection with reporting person's cashless exercise of stock options granted on 6/30/2019. Reflects 535,828 shares withheld at the cashless exercise price of $0.0266 per share to fund the cashless exercise of 14,253,000 options. |
11. Stock received in connection with reporting person's cashless exercise of stock options granted on 9/30/2019. Reflects 561,021 shares withheld at the cashless exercise price of $0.0266 per share to fund the cashless exercise of 3,470,500 options. |
12. Stock received in connection with reporting person's cashless exercise of stock options granted on 12/31/2019. Reflects 745,677 shares withheld at the cashless exercise price of $0.0266 per share to fund the cashless exercise of 7,934,000 options. |
13. Stock received in connection with reporting person's cashless exercise of stock options granted on 3/31/2020. Reflects 408,034 shares withheld at the cashless exercise price of $0.0266 per share to fund the cashless exercise of 8,349,000 options. |
14. Stock received in connection with reporting person's cashless exercise of stock options granted on 6/30/2020. Reflects 516,384 shares withheld at the cashless exercise price of $0.0266 per share to fund the cashless exercise of 11,446,500 options. |
15. Stock received in connection with reporting person's cashless exercise of stock options granted on 9/30/2020. Reflects 584,365 shares withheld at the cashless exercise price of $0.0266 per share to fund the cashless exercise of 14,131,000 options. |
16. Stock received in connection with reporting person's cashless exercise of stock options granted on 12/31/2020. Reflects 375,527 shares withheld at the cashless exercise price of $0.0266 per share to fund the cashless exercise of 9,989,000 options. |
17. This Report on Form 4 discloses previously unreported derivative security transactions effected by or on behalf of the reporting person since June 30, 2017. |
18. Quarterly award of Stock Options for services as a director. |
19. Stock Options exercised at the exercise price disclosed on Table I to this Report on Form 4 on the corresponding transaction date. |
20. The Stock Options had fully vested upon issuance and were fully exercised as shown on Table I above. |
/s/ Roger Noriega | 06/17/2022 | |
** 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. |