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*
(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)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/13/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||||||||||||||
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| 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 | ||||||||
| Warrants | $10.5 | 09/13/2022 | S | 32,000(2) | 10/06/2020 | 10/06/2025 | Class A Common Stock | 32,000 | $0.1839(3) | 3,190,222(4) | I | See Notes(1)(10)(11)(12) | |||
| Warrants | $10.5 | 09/14/2022 | S | 40,201(5) | 10/06/2020 | 10/06/2025 | Class A Common Stock | 40,201 | $0.158(6) | 3,150,021(7) | I | See Notes(1)(10)(11)(12) | |||
| Warrants | $10.5 | 09/15/2022 | S | 3,000(8) | 10/06/2020 | 10/06/2025 | Class A Common Stock | 3,000 | $0.1693 | 3,147,021(9) | I | See Notes(1)(10)(11)(12) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. This statement is being filed by the following Reporting Persons: Mudrick Capital Management, L.P. ("Mudrick Capital"); Mudrick Capital Management, LLC ("Mudrick Capital GP"); Jason Mudrick; Mudrick Distressed Opportunity Drawdown Fund II GP, LLC ("Mudrick Drawdown Fund II GP"), Mudrick Distressed Opportunity Drawdown Fund II, L.P. ("Mudrick Drawdown Fund II"), Mudrick Distressed Opportunity Drawdown Fund II SC, L.P. ("Mudrick Drawdown Fund II SC"), Mudrick Distressed Opportunity Fund Global, L.P. ("Mudrick Opportunity Fund") and Mudrick GP, LLC ("Mudrick GP"). |
| 2. Represents the sale of warrants to buy shares of the Issuer's Class A Common Stock as follows: 6,396 by Mudrick Opportunity Fund; 6,179 by Mudrick Drawdown Fund II SC; 14,932 by Mudrick Drawdown Fund II; and 4,493 by certain client accounts managed by Mudrick Capital (together with Mudrick Opportunity Fund, Mudrick Drawdown Fund II SC and Mudrick Drawdown Fund II, the "Mudrick Funds"). |
| 3. The price represents the weighted average price of the warrants sold. The warrants were sold within a range of $0.16 to $0.21, inclusive. The Reporting Persons undertake to provide, upon request by the SEC staff, the Issuer, or any security holder of the Issuer, information regarding the number of warrants sold at each separate price within the range. |
| 4. Represents warrants to buy shares of Class A Common Stock directly held as follows: 637,660 by Mudrick Opportunity Fund; 616,070 by Mudrick Drawdown Fund II SC; 1,488,621 by Mudrick Drawdown Fund II; and 447,871 by the Managed Accounts. |
| 5. Represents the sale of warrants to buy shares of the Issuer's Class A Common Stock as follows: 8,035 by Mudrick Opportunity Fund; 7,763 by Mudrick Drawdown Fund II SC; 18,759 by Mudrick Drawdown Fund II; and 5,644 by certain client accounts managed by Mudrick Capital. |
| 6. The price represents the weighted average price of the warrants sold. The warrants were sold within a range of $0.15 to $0.16, inclusive. The Reporting Persons undertake to provide, upon request by the SEC staff, the Issuer, or any security holder of the Issuer, information regarding the number of warrants sold at each separate price within the range. |
| 7. Represents warrants to buy shares of Class A Common Stock directly held as follows: 629,625 by Mudrick Opportunity Fund; 608,307 by Mudrick Drawdown Fund II SC; 1,469,862 by Mudrick Drawdown Fund II; and 442,227 by the Managed Accounts. |
| 8. Represents the sale of warrants to buy shares of the Issuer's Class A Common Stock as follows: 600 by Mudrick Opportunity Fund; 579 by Mudrick Drawdown Fund II SC; 1,400 by Mudrick Drawdown Fund II; and 421 by certain client accounts managed by Mudrick Capital. |
| 9. Represents warrants to buy shares of Class A Common Stock directly held as follows: 629,025 by Mudrick Opportunity Fund; 607,728 by Mudrick Drawdown Fund II SC; 1,468,462 by Mudrick Drawdown Fund II; and 441,806 by the Managed Accounts. |
| 10. Mudrick Capital is the investment manager of each of the Mudrick Funds and has voting and investment discretion with respect to the securities held by the Mudrick Funds. Jason Mudrick is the sole member of each of Mudrick Capital GP, the general partner of Mudrick Capital, Mudrick Drawdown Fund II GP, the general partner of Mudrick Drawdown Fund II and Mudrick Drawdown Fund II SC, and Mudrick GP, the general partner of Mudrick Opportunity Fund. |
| 11. Mudrick Capital, Mudrick Capital GP and Jason Mudrick may be deemed to have beneficial ownership of the equity securities of the Issuer owned by the Mudrick Funds, Mudrick Drawdown Fund II GP may be deemed to have beneficial ownership of the securities owned by Mudrick Drawdown Fund, Mudrick Drawdown Fund II GP may be deemed to have beneficial ownership of the securities owned by Mudrick Drawdown Fund II and Mudrick Drawdown Fund II SC and Mudrick GP may be deemed to beneficially own the securities owned by Mudrick Opportunity Fund. |
| 12. The Reporting Persons disclaim any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities of the Issuer in excess of their respective pecuniary interests. |
| Remarks: |
| Exhibit 99.1 (Joint Filer Information) incorporated herein by reference. |
| See Exhibit 99.1 | 09/15/2022 | |
| ** 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). | ||
| 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. | ||