Marc Fogassa Form 4 Brazil Minerals / Marc Fogassa ownership change

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^*

Fogassa Marc

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

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2012

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	02/04/2013⁽¹⁾		A		1,138,802⁽²⁾	A	$0.00⁽²⁾⁽³⁾	1,138,802⁽²⁾	D
Common Stock, par value $.001 per share	02/27/2014		A		264,994⁽²⁾	A	$0.08⁽²⁾⁽³⁾	1,403,796⁽²⁾	D
Common Stock, par value $.001 per share	02/15/2017		A		2,680,137	A	$0.04⁽³⁾	2,682,945⁽⁴⁾	D
Common Stock, par value $.001 per share	08/28/2019		M		41,000,000	A	$0.00⁽⁵⁾	43,882,945	D
Common Stock, par value $.001 per share	09/21/2019		M		10,000,000	A	$0.000⁽⁶⁾	53,882,945	D
Common Stock, par value $.001 per share	12/03/2020		M		161,636,427	A	$0.000⁽⁷⁾	215,519,372	D
Common Stock, par value $.001 per share	11/04/2021		P⁽⁸⁾		1,000	A	$0.0081	190,676,278	D
Common Stock, par value $.001 per share	03/17/2022		D⁽⁹⁾		398,672	D	$0.01	185,142,398	D
Common Stock, par value $.001 per share	04/18/2022		A		23,388,290	A	$0.0076⁽¹⁰⁾	208,530,688	D
Common Stock, par value $.001 per share	06/15/2022		D⁽⁹⁾		3,000,000	D	$0.0104	199,530,688	D
Common Stock, par value $.001 per share	06/16/2022		D⁽⁹⁾		1,500,000	D	$0.0101	198,030,688	D
Common Stock, par value $.001 per share	04/27/2016		A		28,138,894⁽²⁾	A	$0.0002⁽²⁾	28,138,894⁽²⁾	I	See Footnote⁽¹¹⁾
Common Stock, par value $.001 per share	10/26/2017		A		25,000,000	A	$0.006	25,000,000	I	See Footnote⁽¹²⁾
Common Stock, par value $.001 per share	03/11/2020		A		53,947,368	A	$0.0019	78,947,368	I	See Footnote⁽¹²⁾

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)
Series A Convertible Preferred Stock⁽¹³⁾	⁽¹⁴⁾	12/18/2012		A		1		⁽¹⁴⁾	⁽¹⁵⁾	Common Stock	1	$1⁽¹⁴⁾	1	D
Common Stock Options	$0.00⁽¹⁶⁾	04/07/2019		A		224,711,111		04/07/2019	02/19/2024	Common Stock	224,711,111	⁽¹⁶⁾	224,711,111	D
Common Stock Options	$0.00⁽¹⁶⁾	06/30/2019		A		112,355,556		06/30/2019	02/19/2024	Common Stock	112,355,556	⁽¹⁶⁾	337,066,667	D
Common Stock Options	⁽¹⁷⁾	08/28/2019		M			41,000,000	04/07/2019	02/19/2024	Common Stock	41,000,000	$410	296,066,667	D
Common Stock Options	⁽¹⁷⁾	09/21/2019		M			10,028,653	04/07/2019	02/19/2024	Common Stock	10,028,653	$0.00	286,038,014	D
Common Stock Options	⁽¹⁷⁾	12/03/2020		M			163,682,458	04/07/2019	02/19/2024	Common Stock	122,355,556	$0.00	113,355,556	D
0% Convertible Promissory Note	⁽¹⁸⁾	09/13/2017		A		$202,240		09/13/2017	⁽¹⁹⁾	Common Stock⁽²⁰⁾	⁽¹⁸⁾	$202,240	$202,240	D
6% Convertible Promissory Note	⁽¹⁸⁾	09/13/2017		A		$243,388		09/13/2017	⁽¹⁹⁾	Common Stock⁽²⁰⁾	⁽¹⁸⁾	$243,388	$243,388	D
6% Convertible Promissory Note	⁽¹⁸⁾	04/07/2019		A		$261,631		04/07/2019	⁽¹⁹⁾	Common Stock⁽²⁰⁾	⁽¹⁸⁾	$261,631	$261,631	D
0% Convertible Promissory Note	$202,240⁽²¹⁾	04/07/2019		M			$202,240	04/07/2019	⁽¹⁹⁾	Common Stock Options⁽²¹⁾	⁽²¹⁾	$202,240	$0.00	D
6% Convertible Promissory Note	⁽¹⁸⁾	06/30/2019		A		$61,724		06/30/2019	⁽¹⁹⁾	Common Stock⁽²⁰⁾	⁽¹⁸⁾	$61,724	$61,724	D
6% Convertible Promissory Note	$243,388⁽²²⁾	09/15/2021		M			$243,388	09/15/2021	⁽¹⁹⁾	Series D Convertible Preferred Stock⁽²²⁾	⁽²²⁾	$243,388	$0.00	D
6% Convertible Promissory Note	$261,631⁽²²⁾	09/15/2021		M			$261,631	09/15/2021	⁽¹⁹⁾	Series D Convertible Preferred Stock⁽²²⁾	⁽²²⁾	$261,631	$0.00	D
6% Convertible Promissory Note	$61,724⁽²²⁾	09/15/2021		M			$61,724	09/15/2021	⁽¹⁹⁾	Series D Convertible Preferred Stock⁽²²⁾	⁽²²⁾	$61,724	$0.00	D
Series D Convertible Preferred Stock	⁽²⁴⁾	09/15/2021		M		214,006		⁽²⁴⁾	⁽¹⁵⁾	Common Stock	214,006	⁽²⁵⁾	214,006	D
Series D Convertible Preferred Stock Options	$0.1	09/30/2021		A		2,500		09/30/2021	12/31/2030	Series D Convertible Preferred Stock	2,500	⁽²³⁾	2,500	D
Series D Convertible Preferred Stock Options	$0.1	09/30/2021		A		2,500		09/30/2021	01/31/2031	Series D Convertible Preferred Stock	2,500	⁽²³⁾	5,000	D
Series D Convertible Preferred Stock Options	$0.1	09/30/2021		A		2,500		09/30/2021	02/28/2031	Series D Convertible Preferred Stock	2,500	⁽²³⁾	7,500	D
Series D Convertible Preferred Stock Options	$0.1	09/30/2021		A		2,500		09/30/2021	03/31/2031	Series D Convertible Preferred Stock	2,500	⁽²³⁾	10,000	D
Series D Convertible Preferred Stock Options	$0.1	09/30/2021		A		2,500		09/30/2021	04/30/2031	Series D Convertible Preferred Stock	2,500	⁽²³⁾	12,500	D
Series D Convertible Preferred Stock Options	$0.1	09/30/2021		A		2,500		09/30/2021	05/31/2031	Series D Convertible Preferred Stock	2,500	⁽²³⁾	15,000	D
Series D Convertible Preferred Stock Options	$0.1	09/30/2021		A		2,500		09/30/2021	06/30/2031	Series D Convertible Preferred Stock	2,500	⁽²³⁾	17,500	D
Series D Convertible Preferred Stock Options	$0.1	09/30/2021		A		2,500		09/30/2021	07/31/2031	Series D Convertible Preferred Stock	2,500	⁽²³⁾	20,000	D
Series D Convertible Preferred Stock Options	$0.1	09/30/2021		A		2,500		09/30/2021	08/31/2031	Series D Convertible Preferred Stock	2,500	⁽²³⁾	22,500	D
Series D Convertible Preferred Stock Options	$0.1	10/01/2021		A		2,500		10/01/2021	09/30/2031	Series D Convertible Preferred Stock	2,500	⁽²³⁾	25,000	D
Series D Convertible Preferred Stock Options	$0.1	11/01/2021		A		2,500		11/01/2021	10/31/2031	Series D Convertible Preferred Stock	2,500	⁽²³⁾	27,500	D
Series D Convertible Preferred Stock Options	$0.1	12/01/2021		A		2,500		12/01/2021	11/30/2031	Series D Convertible Preferred Stock	2,500	⁽²³⁾	30,000	D
Series D Convertible Preferred Stock Options	$0.1	01/01/2022		A		2,500		01/01/2022	12/31/2031	Series D Convertible Preferred Stock	2,500	⁽²³⁾	32,500	D
Series D Convertible Preferred Stock Options	$0.1	02/01/2022		A		2,500		02/01/2022	01/31/2032	Series D Convertible Preferred Stock	2,500	⁽²³⁾	35,000	D
Series D Convertible Preferred Stock Options	$0.1	03/01/2022		A		2,500		03/01/2022	02/28/2032	Series D Convertible Preferred Stock	2,500	⁽²³⁾	37,500	D

Explanation of Responses:

1. This Report on Form 4 discloses certain previously unreported non-derivative security transactions effected by or on behalf of the reporting person.

2. The Issuer underwent a 1-for-500 reverse stock split on January 27, 2017. The reported number is on a pre-reverse split basis.

3. Stock grant received by the reporting person for services rendered to the Issuer.

4. Adjusted to account for the Issuer's 1-for-500 reverse stock split that occurred on January 27, 2017.

5. Stock received in connection with reporting person's cash exercise of stock options granted on April 7, 2019 with an exercise price of $0.00001.

6. Stock received in connection with reporting person's cashless exercise of stock options granted on April 7, 2019 with an exercise price of $0.00001. Reflects 28,653 shares of Common Stock withheld to fund the cashless exercise of options to purchase 10,028,653 shares.

7. Stock received in connection with reporting person's cashless exercise of stock options granted on April 7, 2019 with an exercise price of $0.00001. Reflects 2,046,031 shares of Common Stock withheld to fund the cashless exercise of options to purchase 163,682,458 shares.

8. Open market acquisition.

9. Disposition pursuant to a 10b5-1 Sales Plan entered into in September 2021.

10. Stock grant received by the reporting person in satisfaction of contractual obligations entered into in December 2020.

11. By Hedgefort Investimentos Ltda., an entity controlled by the reporting person.

12. By Lancaster Brazil Fund LP, an entity controlled by the reporting person.

13. This Report on Form 4 discloses previously unreported transactions on derivative securities of the Issuer effected by or on behalf of the reporting person.

14. One share of Series A Convertible Preferred Stock was designated and issued for $1.00 to the reporting person in connection with a series of transactions effected on December 18, 2012. On this date, the reporting person was elected as director and Chief Executive Officer of the Issuer. Each share of Series A Convertible Preferred Stock is convertible into one (1) share of Common Stock, exercisable at any time upon ten days prior written notice.

15. No expiration date.

16. The Stock Options were issued in connection with the conversion of the 0% Convertible Promissory Note in the principal amount of $202,240 issued to the reporting person on 9/13/2017. The exercise price of such Stock Options was $0.00001.

17. Stock Options exercised at the exercise price disclosed on Table I to this Report on Form 4 on the corresponding transaction date.

18. Each of the Convertible Notes have been satisfied and cancelled. All or a portion of the outstanding principal and any accrued but unpaid interest of the Convertible Notes was convertible into shares of the Issuer's Common Stock at $0.0003. Aggregate amount shown for the Convertible Note represents the principal amount of the Convertible Note and excludes any accrued interest. Each 6% Convertible Promissory Note paid simple interest of 6% per annum on the outstanding principal balance.

19. Each of the Convertible Notes have been satisfied and cancelled. Each Convertible Note was payable on demand or through conversion of the Convertible Note, at the election of the reporting person, at any time prior to payment in full by the Issuer.

20. The reporting person had the contractual right to request that any conversion of a Convertible Note be made into Options to purchase Common Stock of the Issuer instead of Common Stock.

21. In connection with the satisfaction and cancellation of the Convertible Note, such Convertible Note was converted into Options to purchase (i) 224,711,111 shares of Common Stock of the Issuer on 04/07/2019 and (ii) 112,355,556 shares of Common Stock of the Issuer on 06/30/2019.

22. The reporting person elected to convert the Convertible Note subject to an immediate conversion into the monetary equivalent of Series D Convertible Preferred Stock of the Issuer.

23. The reporting person does not receive cash compensation from the Issuer and contractually earns options which can converted in up to 2,500 shares of Series D Convertible Preferred Stock at an exercise price of $0.10 per share. Such options are issuable monthly and are fully-vested upon issuance.

24. Each share of Series D Convertible Preferred Stock is immediately convertible into 10,000 shares of Common Stock of the Issuer.

25. The shares of Series D Convertible Preferred Stock were issued to the reporting person in connection with the satisfaction and cancellation of the 6% Convertible Notes issued on 09/13/2017 (with principal amount of $243,388 and accrued interest of $32,327.26), 04/07/2019 (with principal amount of $261,631 and accrued interest of $34,750.33), and 06/30/2019 (with principal amount of $61,724 and accrued interest of $8,198.30).

	/s/ Marc Fogassa	06/17/2022
	** Signature of Reporting Person	Date
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Marc Fogassa Form 4Brazil Minerals / Marc Fogassa ownership change