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
McEwen Mining Inc. [ MUX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/01/2012 | ||||||||||||||||||||||||||
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 | 02/01/2012 | M | 634,500 | A | $3.35 | 634,500 | 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 | ||||||||
Exchangeable Shares | (1) | 02/01/2012 | S | 3,950 | (1) | (2) | Common Stock | 3,950 | $5.73 | 267,040 | D | ||||
Exchangeable Shares | (1) | 02/01/2012 | S | 1,200 | (1) | (2) | Common Stock | 1,200 | $5.71 | 265,840 | D | ||||
Exchangeable Shares | (1) | 02/01/2012 | S | 14,300 | (1) | (2) | Common Stock | 14,300 | $5.72 | 251,540 | D | ||||
Exchangeable Shares | (1) | 02/01/2012 | S | 10,000 | (1) | (2) | Common Stock | 10,000 | $5.68 | 241,540 | D | ||||
Exchangeable Shares | (1) | 02/01/2012 | S | 43,800 | (1) | (2) | Common Stock | 43,800 | $5.7 | 197,740 | D | ||||
Stock Option-Right to Buy | (3) | 02/01/2012 | M | 634,500 | 12/27/2006 | 02/09/2012 | Common Stock | 634,500 | $0 | 0 | D | ||||
Exchangeable shares | (1) | 02/02/2012 | S | 27,000 | (1) | (2) | Common stock | 27,000 | $5.6 | 170,740 | D | ||||
Exchangeable shares | (1) | 02/02/2012 | S | 1,300 | (1) | (2) | Common stock | 1,300 | $5.61 | 169,440 | D | ||||
Exchangeable shares | (1) | 02/02/2012 | S | 3,700 | (1) | (2) | Common stock | 3,700 | $5.62 | 165,740 | D | ||||
Exchangeable shares | (1) | 02/02/2012 | S | 4,800 | (1) | (2) | Common stock | 4,800 | $5.63 | 160,940 | D | ||||
Exchangeable shares | (1) | 02/02/2012 | S | 30,000 | (1) | (2) | Common stock | 30,000 | $5.64 | 130,940 | D | ||||
Exchangeable shares | (1) | 02/02/2012 | S | 1,600 | (1) | (2) | Common stock | 1,600 | $5.65 | 129,340 | D | ||||
Exchangeable shares | (1) | 02/02/2012 | S | 71,200 | (1) | (2) | Common stock | 71,200 | $5.66 | 58,140 | D | ||||
Exchangeable shares | (1) | 02/02/2012 | S | 57 | (1) | (2) | Common stock | 57 | $5.77 | 58,083 | D |
Explanation of Responses: |
1. The exchangeable shares are convertible into common stock of McEwen Mining Inc. (the "Company") on a one-for-one basis at any time. |
2. Exchangeable Shares may be converted into Common Stock (i) upon certain changes in Canadian tax law, (ii) upon a liquidation, dissolution or winding up of McEwen Mining-Minera Andes Acquisition Corp. ("Exchangeco"), or (iii) upon a liquidation of the Company. Exchangeco may accelerate redemption in the event that: (A) fewer than 5% of the Exchangeable Shares are outstanding; (B)(1) the Company undergoes a change of control or a change of control is approved, (2) the shareholders of the Company approve a liquidation of the Company or (3) the Company disposes of substantially all of its assets and it is not reasonably practicable to substantially replicate the Exchangeable Shares; or (C) certain voting events are proposed that affect the substantial equivalence of Exchangeable Shares and Common Stock. |
3. The option may be exercised at the price of $1.51 CAD per 0.45 shares of common stock or $3.35 CAD per share. |
/s/ Allen V. Ambrose | 02/03/2012 | |
** 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. |