DynaResource (DYNR) Form 3 DYNARESOURCE / MATTHEW K ROSE ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Golden Post Rail, LLC

(Last) (First) (Middle)

1110 POST OAK PLACE

(Street)

WESTLAKE TX 76262

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/30/2015

3. Issuer Name and Ticker or Trading Symbol
DYNARESOURCE INC [ DYNR ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Senior Convertible Preferred Stock	(1)	(1)	Common Stock	1,733,221(2)	2.5(2)	D(3)
Common Stock Purchase Warrant (right to buy)	06/30/2015	06/30/2020	Common Stock	2,166,527(4)	2.5(4)	D(3)

1. Name and Address of Reporting Person^*

Golden Post Rail, LLC

(Last) (First) (Middle)

1110 POST OAK PLACE

(Street)

WESTLAKE TX 76262

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ROSE MATTHEW K

(Last) (First) (Middle)

1110 POST OAK PLACE

(Street)

WESTLAKE TX 76262

(City) (State) (Zip)

Explanation of Responses:

1. The shares of Series C Senior Convertible Preferred Stock (the "Series C Preferred Stock") are convertible into shares of common stock at any time, at the holder's election, and have no expiration date.

2. The shares of Series C Preferred Stock are initially convertible into shares of common stock on a 1:1 basis. The conversion price, and the number of shares of common stock into which the shares of Series C Preferred Stock is convertible, are subject to anti-dilution adjustments, which generally provide that the shares of Series C Preferred Stock will retain their percentage ownership of each of the fully diluted outstanding shares of common stock of the issuer and the equity held by the issuer in one of its subsidiaries.

3. Mr. Rose is the Manager, President, Secretary and Treasurer of Golden Post Rail, LLC and may be deemed to beneficially own the securities held by Golden Post Rail, LLC. Mr. Rose disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. Mr. Rose states that neither the filing of this statement nor anything herein shall be deemed an admission that Mr. Rose is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of these securities.

4. The number of shares of common stock for which the warrant is exercisable is subject to anti-dilution adjustments, which generally provide that the warrant will retain its percentage ownership of each of the fully diluted outstanding shares of common stock of the issuer and the equity held by the issuer in one of its subsidiaries. In connection with any such anti-dilution adjustment, the exercise price per share decreases such that the aggregate exercise price of the warrant remains constant.

Remarks:

	Golden Post Rail, LLC, By: /s/ Matthew K. Rose, manager	07/10/2015
	/s/ Matthew K. Rose	07/10/2015
	** 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 5 (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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