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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series E Convertible Preferred Stock | (8) | 04/03/2019 | D | 1,495,606 | (7) | (7) | Common Stock | 1,495,606 | (8) | 0 | I | See Footnote (2) | |||
| Series E Convertible Preferred Stock | (8) | 04/03/2019 | D | 301,950 | (7) | (7) | Common Stock | 301,950 | (8) | 0 | D | ||||
| Series E Convertible Preferred Stock | (8) | 04/03/2019 | D | 731,892 | (7) | (7) | Common Stock | 731,892 | (8) | 0 | I | See Footnote (5) | |||
| Series E Convertible Preferred Stock | (8) | 04/03/2019 | D | 205,425 | (7) | (7) | Common Stock | 205,425 | (8) | 0 | I | See Footnote (6) | |||
| Warrants | (9) | 04/03/2019 | D | 396,039 | 12/19/2017 | 12/19/2019 | Common Stock | 396,039 | (9) | 0 | I | See Footnote (2) | |||
| Options | (10) | 04/03/2019 | D | 22,223 | 09/29/2010 | 09/29/2020 | Common Stock | 22,223 | (10) | 0 | D | ||||
| Options | (10) | 04/03/2019 | D | 666,667 | 04/06/2012 | 04/06/2022 | Common Stock | 666,667 | (10) | 0 | D | ||||
| Options | (10) | 04/03/2019 | D | 55,556 | 06/18/2012 | 06/18/2022 | Common Stock | 55,556 | (10) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Honig Barry C 215 SE SPANISH TRAIL BOCA RATON, FL 33432 |
X | |||
| /s/ Barry C. Honig | 04/12/2019 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | This transaction reflects the disposition of the securities of the Issuer held by the reporting person pursuant to the Agreement and Plan of Merger dated September 28, 2018, as amended on March 1, 2019 (the "Merger Agreement"), by and among the Issuer, Americas Silver Corporation ("Americas Silver") and R Merger Sub, Inc. The parties completed the merger (the "Merger") on April 3, 2019 (the "Closing Date"). On the Closing Date, each share of Common Stock was canceled and extinguished and automatically converted into the right to receive 0.715 common shares of Americas Silver at a market value of $1.53 per share as of the Closing Date. |
| (2) | The securities reported on this line are held by GRQ Consultants, Inc. 401K of which Barry Honig ("Mr. Honig") is Trustee and in such capacity is deemed to hold voting and dispositive power over the securities held by GRQ Consultants, Inc. 401K. |
| (3) | The securities reported on this line represent 2,845,890 shares of Common Stock held by Mr. Honig, individually, and 432,077 shares of Common Stock held by Mr. Honig and his spouse, Renee Honig, as tenants by the entirety. |
| (4) | The securities reported on this line are held by GRQ Consultants, Inc. of which Mr. Honig is President and in such capacity is deemed to hold voting and dispositive power over the securities held by GRQ Consultants, Inc. |
| (5) | The securities reported on this line are held by GRQ Consultants, Inc. Roth 401K FBO Barry Honig of which Mr. Honig is Trustee and in such capacity is deemed to hold voting and dispositive power over the securities held by GRQ Consultants, Inc. Roth 401K FBO Barry Honig. |
| (6) | The securities reported on this line are held by GRQ Consultants, Inc. Defined Benefit Plan of which Mr. Honig is President and in such capacity is deemed to hold voting and dispositive power over the securities held by GRQ Consultants, Inc. Defined Benefit |
| (7) | Such Series E Preferred Stock may be converted at any time and from time to time and has no expiration date. |
| (8) | This transaction reflects the disposition of securities in connection with the Merger whereby the Series E Convertible Preferred Stock held by the reporting person was exchanged at a ratio of 461.440 preferred shares of Americas Silver for each share of Series E Preferred Stock. |
| (9) | This transaction reflects the disposition of securities in connection with the Merger whereby each outstanding warrant to purchase Common Stock was terminated. |
| (10) | This transaction reflects the disposition of securities in connection with the Merger whereby each outstanding stock option to purchase Common Stock was terminated. |