Applied Minerals (AMNL) Form 3 Applied Minerals / MARK E KINGDON ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

KINGDON CAPITAL MANAGEMENT, L.L.C.

(Last) (First) (Middle)

C/O KINGDON CAPITAL MANAGEMENT, L.L.C.

152 WEST 57TH STREET, 50TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/14/2017

3. Issuer Name and Ticker or Trading Symbol
Applied Minerals, Inc. [ AMNL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
10% PIK Election Convertible Notes	(1)	08/01/2023	Common Stock	6,416,915	0.59	D(2)
10% PIK Election Convertible Notes	(1)	05/01/2023	Common Stock	10,146,868	0.4	D(2)
Warrants	12/14/2017	12/14/2022	Common Stock	2,024,000	0.1	D(2)

1. Name and Address of Reporting Person^*

KINGDON CAPITAL MANAGEMENT, L.L.C.

(Last) (First) (Middle)

C/O KINGDON CAPITAL MANAGEMENT, L.L.C.

152 WEST 57TH STREET, 50TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

M. Kingdon Offshore Master Fund L.P.

(Last) (First) (Middle)

C/O KINGDON CAPITAL MANAGEMENT, L.L.C.

152 WEST 57TH STREET, 50TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Kingdon GP, LLC

(Last) (First) (Middle)

C/O KINGDON CAPITAL MANAGEMENT, L.L.C.

152 WEST 57TH STREET, 50TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KINGDON MARK E

(Last) (First) (Middle)

C/O KINGDON CAPITAL MANAGEMENT, L.L.C.

152 WEST 57TH STREET, 50TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Explanation of Responses:

1. The 10% PIK Election Convertible Notes are convertible to common stock at any time at the holder's election and automatically upon the occurrence of certain events.

2. These securities are owned directly by M. Kingdon Offshore Master Fund L.P. and may be deemed to be indirectly beneficially owned by (i) Kingdon Capital Management, L.L.C., the investment adviser to M. Kingdon Offshore Master Fund L.P., (ii) Kingdon GP, LLC, the general partner of M. Kingdon Offshore Master Fund L.P., and (ii) Mark Kingdon, the managing member of Kingdon Capital Management, L.L.C. and Kingdon GP, LLC.

	Kingdon Capital Management, L.L.C., By: /s/ William Walsh, Chief Financial Officer	12/21/2017
	M. Kingdon Offshore Master Fund L.P., By: Kingdon GP, LLC, its general partner, By: /s/ Mark Kingdon, Managing Member	12/21/2017
	Kingdon GP, LLC, By: /s/Mark Kingdon, Managing Member	12/21/2017
	/s/Mark Kingdon	12/21/2017
	** Signature of Reporting Person	Date
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