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 |
|
|||||||||||||||
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)
|
2. Issuer Name and Ticker or Trading Symbol
Energizer Resources, Inc. [ ENZR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 01/07/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, $0.001 | 01/07/2014 | P | 4,250,000 | A | $0.1137 | 6,511,904 | I | See Footnote(3) | ||
Common Stock, $0.001 | 01/15/2014 | S | 500,000 | D | $0.135 | 18,567,309(1) | I | See Footnote(2) | ||
Common Stock, $0.001 | 02/12/2014 | S | 500,000 | D | $0.16 | 18,067,309(1) | I | See Footnote(2) | ||
Common Stock, $0.001 | 08/27/2014 | S | 802,000 | D | $0.1605 | 17,265,309(1) | I | See Footnote(2) | ||
Common Stock, $0.001 | 08/29/2014 | S | 239,500 | D | $0.16 | 17,025,809(1) | I | See Footnote(2) | ||
Common Stock, $0.001 | 09/12/2014 | S | 1,500,000 | D | $0.1788 | 15,525,809(1) | I | See Footnote(2) | ||
Common Stock, $0.001 | 09/19/2014 | P | 3,620,000 | A | $0.14 | 19,145,809(1) | I | See Footnote(2) | ||
Common Stock, $0.001 | 07/31/2015 | X | 3,334,000 | A | $0.00 | 22,479,809(1) | 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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrants to Purchase Common Stock | $0.18 | 01/07/2014 | P | 7,250,000 | 01/07/2014 | 01/14/2017 | Common Stock, $0.001 | 7,250,000 | $0.0126 | 8,678,571(1) | I | See Footnote(2) | |||
Warrants to Purchase Common Stock | $0.18 | 01/07/2014 | P | 2,125,000 | 01/07/2014 | 01/14/2017 | Common Stock, $0.001 | 2,125,000 | $0.0126 | 2,839,285 | I | See Footnote(3) | |||
Special Warrants(Right to acquire Common Stock and Warrants) | $0.00 | 04/24/2015 | P | 3,334,000 | (4) | (4) | See Footnote 5(5) | (5) | $0.12 | 3,334,000(1) | I | See Footnote(2) | |||
Special Warrants(Right to acquire Common Stock and Warrants) | $0.00 | 07/31/2015 | X | 3,334,000 | (4) | (4) | See Footnote 5(5) | (5) | $0.00 | 0(1) | I | See Footnote(2) | |||
Warrants to Purchase Common Stock | $0.14 | 07/31/2015 | X | 1,667,000 | 07/31/2015 | 05/04/2018 | Common Stock, $0.001 | 1,667,000 | $0.00 | 8,917,000(1) | I | See Footnote(2) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
Explanation of Responses: |
1. The filing of this Form 4 shall not be construed as an admission that VR Advisory Services Ltd ("VR"), VR Capital Participation Ltd. ("VRCP"), the sole shareholder of VR, VR Capital Goup ("VRCG"), the sole shareholder of VRCP, VR Capital Holdings Ltd. ("VRCH"), the sole shareholder of VRCG, or Richard Deitz, the principal of VR, VRCP, VRCG and VRCH, is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the Common Stock, $0.001 (the "Common Stock"), or warrants exercisable to purchase Common Stock of Energizer Resources Inc. (the "Issuer") purchased by VR Global Partners, L.P. Pursuant to Rule 16a-1, VR, VRCP, VRCG, VRCH and Mr. Deitz disclaim such beneficial ownership except to the extent of its or his spective pecuniary interest therein. |
2. VR Global Partners, L.P., for which VR is the general partner, currently holds 22,479,809 shares of Common Stock of the Issuer and warrants exercisable to purchase 8,917,000 shares of Common Stock of the Issuer. VRCP is the sole shareholder of VR. VRCG is the sole shareholder of VRCP. VRCH is the sole shareholder of VRCG. Richard Deitz reports the Common Stock and warrants exerciable to purchase Common Stock held indirectly by VR, VRCP, VRCG and VRCH because, as the principal of VR, VRCP, VRCG and VRCH at the time of purchase, he controlled the disposition and voting of the securities. |
3. VRCP currently holds 6,511,904 shares of Common Stock of the Issuer and warrants exercisable to purchase 2,125,000 shares of Common Stock of the Issuer. VRCG reports the Common Stock and warrants exerciable to purchase Common Stock held VRCP because it is the sole shareholder of VRCP. VRCH reports the Common Stock and warrants exerciable to purchase Common Stock held VRCP because it is the sole shareholder of VRCG, the sole shareholder of VRCP. Richard Deitz reports the Common Stock and warrants exerciable to purchase Common Stock held VRCP because, as the principal of VRCP, VRCG and VRCH at the time of purchase, he controlled the disposition and voting of the securities. |
4. The Special Warrants will be deemed to be exercised without payment of additional consideration or further action on the earlier of (i) the third business day following the day upon which the Issuer obtains a receipt for a final prospectus qualifying the Common Stock and warrants exercisable to purchase Common Stock from the securities regulatory authority in of the provinces of British Columbia, Ontario, Alberta and certain other jurisdictions in which the Special Warrants are sold and further provided that the Issuer has filed (and has in effect) a resale registration statement in the United States with the Securities and Exchange Commission relating to the Common Stock and warrants exercisable to purchase Common Stock and (ii) October 28, 2015 (the "Automatic Conversion Date"). The Automatic Conversion Date was satisfied pursuant to (i) above on July 31, 2015. |
5. The Special Warrants are automatically convertible on the Automatic Conversion Date into 3,334,000 shares of Common Stock and warrants exercisable to purchase 1,667,000 shares of Common Stock. |
Remarks: |
/s/ Richard Deitz, Authorized Person of VR Advisory Services Ltd, the general partner of VR Global Partners, L.P. | 12/29/2015 | |
/s/ Richard Deitz, Authorized Person of VR Advisory Services Ltd | 12/29/2015 | |
/s/ Richard Deitz, Authorized Person of VR Capital Participation Ltd. | 12/29/2015 | |
/s/ Richard Deitz, Authorized Person of VR Capital Group Ltd. | 12/29/2015 | |
/s/ Richard Deitz, Authorized Person of VR Capital Holdings Ltd. | 12/29/2015 | |
/s/ Richard Deitz | 12/29/2015 | |
** 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. |