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 HYCROFT MINING HOLDING CORP [ HYMC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 05/24/2021 | ||||||||||||||||||||||||||
| 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 | ||||||||
| Restricted Stock Units | (2) | 05/24/2021 | A | 20,270 | (3) | (3) | Class A Common Stock | 20,270 | $0 | 20,270 | I | See Notes(1)(4) | |||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. This statement is being filed by the following Reporting Persons: Mudrick Capital Management, L.P. ("Mudrick Capital"); Jason Mudrick; and Mudrick Capital Management, LLC ("Mudrick Capital GP"). |
| 2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock ("Common Stock"). |
| 3. Represents an award of RSUs granted by the Issuer on May 24, 2021, in connection with Mr. Kirsch's service on the Issuer's Board of Directors issued to Mudrick Capital. 50% of these RSUs vest immediately on the date of grant and, subject to the reporting person's continued service on the Issuer's Board of Directors, the remaining 50% will vest on the earlier of (a) the Issuer's first annual meeting of stockholders held after the grant date or (b) May 24, 2022. Vested RSUs will convert into shares of the Issuer's Class A Common Stock upon Mr. Kirsch's separation of service from the Issuer's Board of Directors; provided, however, that if, on that conversion date, the Reporting Person is prohibited from trading in the Issuer's securities pursuant to applicable securities laws or the Issuer's policies, the conversion date shall be, in the determination of the Board's Compensation Committee, the 2nd trading day after the date the Reporting Person is no longer prohibited from such trading. |
| 4. Mr. Kirsch is a Managing Director and Senior Analyst at Mudrick Capital and serves as a director on the Board of Directors of the Issuer. Each of the Reporting Persons is a "director by deputization" solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. |
| Remarks: |
| Exhibit 99.1 (Joint Filer Information) is incorporated herein by reference. |
| /s/ See Exhibit 99.1 | 05/26/2021 | |
| ** 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. | ||