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 |
|
|||||||||||||||
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)
|
2. Issuer Name and Ticker or Trading Symbol
NIOCORP DEVELOPMENTS LTD [ NB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 03/17/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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) | |||
Code | V | Amount | (A) or (D) | Price |
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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Stock of Elk Creek Resources Corp. | (1) | 03/17/2023 | A(2) | 1,956,880(3) | (4) | (4) | Common Shares | 1,956,880 | (2) | 1,956,880 | D | ||||
Class B Common Stock of Elk Creek Resources Corp. | (1) | 03/17/2023 | A(2) | 555,038(5) | (4) | (4) | Common Shares | 555,038 | (2) | 555,038 | I | By trust | |||
Warrants | $10.284(7) | 03/17/2023 | A(2) | 1,657,057(7) | (6) | (6) | Common Shares | 1,853,073(7) | (2) | 1,657,057(7) | D |
Explanation of Responses: |
1. These shares of Class B common stock of Elk Creek Resources Corp. (f/k/a GX Acquisiton Corp. II) ("Elk Class B Shares"), an indirect subsidiary of the Issuer, are exchangeable for the Issuer's common shares on a one-for-one basis. These shares have no expiration date. |
2. On March 17, 2023, the Issuer consummated the business combination ("Business Combination") contemplated by the Business Combination Agreement, dated as of September 25, 2022, as amended (the "Business Combination Agreement"), entered into by and among GX Acquisiton Corp. II, the Issuer, and Big Red Merger Sub Ltd, a wholly owned subsidiary of the Issuer. After the closing of the Business Combination, GX Acquisiton Corp. II changed its name to "Elk Creek Resources Corp." GX Sponsor II LLC ("Sponsor") acquired Issuer securities and derivatives thereof in the Business Combination on behalf of its members, which were then immediately distributed to Sponsor's members, including the reporting person, on a pro rata basis for no consideration. The reporting person is a managing member of Sponsor with shared voting and investment discretion with respect to securities held of record by Sponsor, and therefore, previously indirectly beneficially owned these securities through Sponsor. |
3. Includes 834,060 unvested Elk Class B Shares. |
4. Unvested Elk Class B Shars will vest if, from the closing of the Business Combination until the tenth anniversary thereof, the volume-weighted average price ("VWAP") of the Issuer's common shares exceeds certain thresholds as follows: (a) one-half will vest if the VWAP of the Issuer's common shares exceeds $12.50 for any 20 trading days within any 30 trading day period, and (b) the remaining half will vest if the VWAP of the Issuer's common shares exceeds $15.00 for any 20 trading days within any 30 trading day period. |
5. Includes 236,568 unvested Elk Class B Shares. |
6. The warrants may be exercised commencing 30 days after the consummation of the Business Combination and expire five years after the consummation of the Business Combination or earlier upon redemption. |
7. Each warrant is exercisable for 1.118292212 common shares of the Issuer, such that an aggregate of 1,657,057 warrants are exercisable for an aggregate of 1,853,073 common shares, with an aggregate exercise price of $19,056,155.50 (or approximately $10.284 per share). |
/s/ Neal Shah | 03/21/2023 | |
** 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. |