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^*

Noriega Roger

(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)
06/30/2017

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 $.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)
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 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
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