International Tower Hill Mines (THM) Form 3 INTERNATIONAL TOWER HILL MINES / Karl L Hanneman 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^*

Hanneman Karl L

(Last) (First) (Middle)

C/O INTERNATIONAL TOWER HILL MINES LTD.

1177 W. HASTINGS STREET, SUITE 2300

(Street)

VANCOUVER A1 V6E 2K3

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/26/2015

3. Issuer Name and Ticker or Trading Symbol
INTERNATIONAL TOWER HILL MINES LTD [ THM ]

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

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

5. 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 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)
Common Stock	212,000	D

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
Stock Option (right to buy)	08/24/2012	08/24/2017	Common Stock	200,000	3.2(1)	D
Stock Option (right to buy)	03/14/2013	03/14/2018	Common Stock	50,000	2.12(2)	D
Stock Option (right to buy)	(3)	02/25/2022	Common Stock	330,000	1(4)	D
Stock Option (right to buy)	(5)	03/16/2023	Common Stock	400,000	0.78(6)	D

Explanation of Responses:

1. The exercise price was converted from CAD3.17 based on the August 24, 2012 noon rate as quoted by the Bank of Canada to USD3.20. The exercise price is the actual Canadian dollar amount regardless of the exchange rate on the date of exercise.

2. The exercise price was converted from CAD2.18 based on the March 14, 2013 noon rate as quoted by the Bank of Canada to USD2.12. The exercise price is the actual Canadian dollar amount regardless of the exchange rate on the date of exercise.

3. Options were granted on February 25, 2014 and vest as follows: one-third on the grant date, one-third on February 25, 2015 and one-third on February 25, 2016.

4. The exercise price was converted from CAD1.11 based on the February 25, 2014 noon rate as quoted by the Bank of Canada to USD1.00. The exercise price is the actual Canadian dollar amount regardless of the exchange rate on the date of exercise.

5. Options were granted on March 16, 2015 and vest as follows: one-third on the grant date, one-third on March 16, 2016 and one-third on March 16, 2017.

6. The exercise price was converted from CAD1.00 based on the March 16, 2015 noon rate as quoted by the Bank of Canada to USD0.78. The exercise price is the actual Canadian dollar amount regardless of the exchange rate on the date of exercise.

Remarks:

	Marla K. Ritchie, Attorney-in-Fact for Karl L. Hanneman	03/27/2015
	** 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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