| 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)
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2. Issuer Name and Ticker or Trading Symbol
American Clean Resources Group, Inc. [ ACRG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/15/2023 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 08/15/2023 | C | 5,244,230 | A | $1.05 | 11,649,332 | D | |||
| Common Stock | 08/15/2023 | S/K(1) | 82,659 | A | $5 | 11,731,991 | D | |||
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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 | ||||||||
| Convertible Line of Credit(2) | $1.05 | 08/15/2023 | X | 5,244,230 | (3) | (4) | Common Stock | 5,244,230 | $1.05 | 0 | D | ||||
| Explanation of Responses: |
| 1. Granite Peak Resources, LLC ("GPR") received the shares in an exchange for a pro-rata equity interest in GPR. The shares are valued at the time of exchange on 8/15/23 as the fair market value ("FMV") as the closing price on the previous date ($5.00) and such equity interest in Granite Peak Resources LLC is valued as the FMV of the American Clean Resources, Inc. (the "Company") shares |
| 2. Granite Peak Resources, LLC ("GPR") is the Issuer's largest shareholder and secured debtholder. The terms of the Line of Credit ("LOC"), as amended, are disclosed in the Issuer's quarter and annual statements filed with the SEC. This conversion is being effected to reduce the amount of the Issuer's debt in preparation for the disclosed merger with the SMS Group (See the Form 8-K filed with the SEC on June 12, 2023. |
| 3. The LOC was originally issued on March 16, 2020, the outstanding balance is convertible at any time after its issuance |
| 4. There is no expiration date per se but the balance of the LOC is due on March 16, 2027 |
| /s/ Tawana Bain, Manager and Sole Member of TBAIN Group, LLC Manager of Granite Peak Resources, LLC | 08/15/2023 | |
| ** 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. | ||
