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^*

Petersen Stephen R.

(Last)

(First)

(Middle)

433 NORTH CAMDEN DRIVE, SUITE 810

(Street)

BEVERLY HILLS,

90210

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Brazil Minerals, Inc. [ BMIX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2021

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 Stock, par value $0.001 per share⁽¹⁾	02/10/2022		A		8,333,333	A	$0.006	8,333,333	D

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)
Common Stock Purchase Warrant⁽²⁾	$0.02	08/06/2021		A		1		08/06/2021	12/31/2023	Common Stock	5,000,000	⁽³⁾	1	D
Stock Options (right to buy Common Stock)	$0.001	12/06/2021		A		12,000,000		12/06/2022	⁽⁴⁾	Common Stock	12,000,000	$0⁽⁵⁾	12,000,000	D

Explanation of Responses:

1. This Report on Form 4 discloses a previously unreported purchase of Common Stock of the Issuer on February 10, 2022, pursuant to a Securities Purchase Agreement with the Issuer.

2. This Report on Form 4 discloses previously unreported derivative security transactions effected by the reporting person since August 6, 2021, the date on which the reporting person first acquired derivative securities of the Issuer.

3. The reporting person received the Common Stock Purchase Warrant as inducement for his purchase of 10,000 common shares of Apollo Resources Corporation, a subsidiary of the Issuer.

4. The Stock Options vest quarterly on a straight-line basis over one year, starting on the grant date, and expire five years from each vesting date. Of the 6,000,000 Stock Options which have vested to date: (i) 3,000,000 of the Stock Options vested on March 6, 2022 and expire on March 6, 2027 and (ii) 3,000,000 of the Stock Options vested on June 6, 2022 and expire on June 6, 2027.

5. The Stock Options were awarded to the reporting person as compensation for services as a director.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Stephen R. Petersen	06/16/2022
	** 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).
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