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 CA 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)
07/28/2022

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/28/2022		D(1)		4,500,000	D	$0.0108	175,429,360	D
Common Stock								78,947,368	I	See Footnote(2)

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
Series A Convertible Preferred Stock	(3)							(3)	(4)	Common Stock	1		1	D
Series D Convertible Preferred Stock	(5)							(5)	(4)	Common Stock	2,140,060,000		214,006	D
Common Stock Options(6)	(7)							(7)	02/19/2024	Common Stock	113,355,556		113,355,556	D
Series D Convertible Preferred Stock Options(8)	$0.1	08/01/2022		A		2,500		08/01/2022	07/31/2032	Series D Convertible Preferred Stock	2,500	(9)	50,000(10)(11)	D

Explanation of Responses:

1. Disposition pursuant to a previously established 10b5-1 Sales Plan.

2. Indirect ownership through three separate entities controlled by the reporting person.

3. 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.

4. No expiration date.

5. Each share of Series D Convertible Preferred Stock is immediately convertible into 10,000 shares of Common Stock of the Issuer. The shares of Series D Convertible Preferred Stock were issued on September 15, 2021 in connection with the satisfaction and cancellation of convertible notes issued to the reporting person.

6. Right to buy Common Stock of the Issuer.

7. The Common Stock Options were issued on April 7, 2019 and June 30, 2019 in connection with the conversion of a convertible note issued to the reporting person and are immediately exercisable at an exercise price of $0.00001.

8. Right to buy Series D Convertible Preferred Stock of the Issuer.

9. The reporting person does not receive regular 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 vested upon issuance.

10. The Series D Convertible Preferred Stock Options can be exercised at any time.

11. Various expiration dates ranging from December 31, 2030 through July 31, 2032.

	/s/ Marc Fogassa	08/01/2022
	** 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).
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