(Amendment No. 7)
| 1. |
NAME OF REPORTING PERSONS |
|
| |
Samlyn Capital, LLC |
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| |
|
|
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| |
|
(a) |
[_] |
| |
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(b) |
[_] |
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| 3. |
SEC USE ONLY |
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| |
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| 4. |
SOURCE OF FUNDS |
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| |
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| |
AF |
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| |
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| 5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
[_] |
| |
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| 6. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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| |
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|
| |
Delaware |
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| |
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
| 7. |
SOLE VOTING POWER |
|
| |
|
|
| |
0 |
|
| |
|
|
| 8. |
SHARED VOTING POWER |
|
| |
|
|
| |
79,126,740 |
|
| |
|
|
| 9. |
SOLE DISPOSITIVE POWER |
| |
|
|
| |
0 |
|
| |
|
|
| 10. |
SHARED DISPOSITIVE POWER |
|
|
| |
|
|
| |
79,126,740 |
|
| |
|
|
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING |
|
| |
PERSON |
|
| |
|
|
| |
79,126,740 |
|
| |
|
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| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |
|
| |
CERTAIN SHARES |
|
[_] |
| |
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| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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| |
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|
| |
16.8%* |
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| |
|
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| 14. |
TYPE OF REPORTING PERSON |
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| |
|
|
| |
IA, OO |
|
* Based upon 471,824,687 shares outstanding as of the date hereof, as adjusted
for a convertible note and stock options beneficially owned by Samlyn Capital, LLC.
| 1. |
NAME OF REPORTING PERSONS |
|
| |
Samlyn, LP |
|
| |
|
|
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| |
|
(a) |
[_] |
| |
|
(b) |
[_] |
| |
|
|
| 3. |
SEC USE ONLY |
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| |
|
|
| |
|
|
| 4. |
SOURCE OF FUNDS |
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| |
|
|
| |
AF |
|
| |
|
|
| 5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
[_] |
| |
|
|
| 6. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
| |
|
|
| |
Delaware |
|
| |
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
| 7. |
SOLE VOTING POWER |
|
| |
|
|
| |
0 |
|
| |
|
|
| 8. |
SHARED VOTING POWER |
|
| |
|
|
| |
79,126,740 |
|
| |
|
|
| 9. |
SOLE DISPOSITIVE POWER |
| |
|
|
| |
0 |
|
| |
|
|
| 10. |
SHARED DISPOSITIVE POWER |
|
|
| |
|
|
| |
79,126,740 |
|
| |
|
|
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING |
|
| |
PERSON |
|
| |
|
|
| |
79,126,740 |
|
| |
|
|
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |
|
| |
CERTAIN SHARES |
|
[_] |
| |
|
|
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
| |
|
|
| |
16.8%* |
|
| |
|
|
| 14. |
TYPE OF REPORTING PERSON |
|
| |
|
|
| |
PN |
|
* Based upon 471,824,687 shares outstanding as of the date hereof, as adjusted
for a convertible note and stock options beneficially owned by Samlyn, LP.
| 1. |
NAME OF REPORTING PERSONS |
|
| |
Samlyn Partners, LLC |
|
| |
|
|
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| |
|
(a) |
[_] |
| |
|
(b) |
[_] |
| |
|
|
| 3. |
SEC USE ONLY |
|
| |
|
|
| |
|
|
| 4. |
SOURCE OF FUNDS |
|
| |
|
|
| |
AF |
|
| |
|
|
| 5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
[_] |
| |
|
|
| 6. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
| |
|
|
| |
Delaware |
|
| |
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
| 7. |
SOLE VOTING POWER |
|
| |
|
|
| |
0 |
|
| |
|
|
| 8. |
SHARED VOTING POWER |
|
| |
|
|
| |
27,851,783 |
|
| |
|
|
| 9. |
SOLE DISPOSITIVE POWER |
| |
|
|
| |
0 |
|
| |
|
|
| 10. |
SHARED DISPOSITIVE POWER |
|
|
| |
|
|
| |
27,851,783 |
|
| |
|
|
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING |
|
| |
PERSON |
|
| |
|
|
| |
27,851,783 |
|
| |
|
|
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |
|
| |
CERTAIN SHARES |
|
[_] |
| |
|
|
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
| |
|
|
| |
6.5%* |
|
| |
|
|
| 14. |
TYPE OF REPORTING PERSON |
|
| |
|
|
| |
OO |
|
* Based upon 427,033,173 shares outstanding as of the date hereof, as adjusted
for a convertible note and stock options beneficially owned by Samlyn Partners, LLC.
| 1. |
NAME OF REPORTING PERSONS |
|
| |
Samlyn Onshore Fund, LP |
|
| |
|
|
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| |
|
(a) |
[_] |
| |
|
(b) |
[_] |
| |
|
|
| 3. |
SEC USE ONLY |
|
| |
|
|
| |
|
|
| 4. |
SOURCE OF FUNDS |
|
| |
|
|
| |
WC |
|
| |
|
|
| 5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
[_] |
| |
|
|
| 6. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
| |
|
|
| |
Delaware |
|
| |
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
| 7. |
SOLE VOTING POWER |
|
| |
|
|
| |
0 |
|
| |
|
|
| 8. |
SHARED VOTING POWER |
|
| |
|
|
| |
27,851,783 |
|
| |
|
|
| 9. |
SOLE DISPOSITIVE POWER |
| |
|
|
| |
0 |
|
| |
|
|
| 10. |
SHARED DISPOSITIVE POWER |
|
|
| |
|
|
| |
27,851,783 |
|
| |
|
|
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING |
|
| |
PERSON |
|
| |
|
|
| |
27,851,783 |
|
| |
|
|
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |
|
| |
CERTAIN SHARES |
|
[_] |
| |
|
|
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
| |
|
|
| |
6.5%* |
|
| |
|
|
| 14. |
TYPE OF REPORTING PERSON |
|
| |
|
|
| |
PN |
|
* Based upon 427,033,173 shares outstanding as of the date hereof, as adjusted
for a convertible note and stock options directly owned by Samlyn Onshore Fund, LP.
| 1. |
NAME OF REPORTING PERSONS |
|
| |
Samlyn Offshore Master Fund, Ltd. |
|
| |
|
|
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| |
|
(a) |
[_] |
| |
|
(b) |
[_] |
| |
|
|
| 3. |
SEC USE ONLY |
|
| |
|
|
| |
|
|
| 4. |
SOURCE OF FUNDS |
|
| |
|
|
| |
WC |
|
| |
|
|
| 5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
[_] |
| |
|
|
| 6. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
| |
|
|
| |
Cayman Islands |
|
| |
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
| 7. |
SOLE VOTING POWER |
|
| |
|
|
| |
0 |
|
| |
|
|
| 8. |
SHARED VOTING POWER |
|
| |
|
|
| |
51,274,957 |
|
| |
|
|
| 9. |
SOLE DISPOSITIVE POWER |
| |
|
|
| |
0 |
|
| |
|
|
| 10. |
SHARED DISPOSITIVE POWER |
|
|
| |
|
|
| |
51,274,957 |
|
| |
|
|
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING |
|
| |
PERSON |
|
| |
|
|
| |
51,274,957 |
|
| |
|
|
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |
|
| |
CERTAIN SHARES |
|
[_] |
| |
|
|
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
| |
|
|
| |
11.4%* |
|
| |
|
|
| 14. |
TYPE OF REPORTING PERSON |
|
| |
|
|
| |
CO |
|
* Based upon 448,000,877 shares outstanding as of the date hereof, as adjusted
for a convertible note and stock options directly owned by Samlyn Offshore Master Fund, Ltd.
| 1. |
NAME OF REPORTING PERSONS |
|
| |
|
|
| |
Robert Pohly |
|
| |
|
|
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| |
|
(a) |
[_] |
| |
|
(b) |
[_] |
| 3. |
SEC USE ONLY |
|
| |
|
|
| |
|
|
| 4. |
SOURCE OF FUNDS |
|
| |
|
|
| |
AF |
|
| |
|
|
| 5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
[_] |
| |
|
|
| |
|
|
| 6. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
| |
|
|
| |
United States of America |
|
| |
|
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
| |
|
|
| 7. |
SOLE VOTING POWER |
|
| |
|
|
| |
0 |
|
| |
|
|
| 8. |
SHARED VOTING POWER |
|
| |
|
|
| |
79,126,740 |
|
| |
|
|
| 9. |
SOLE DISPOSITIVE POWER |
| |
|
|
| |
0 |
|
| |
|
|
| 10. |
SHARED DISPOSITIVE POWER |
|
|
| |
|
|
| |
79,126,740 |
|
| |
|
|
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING |
|
| |
PERSON |
|
| |
|
|
| |
79,126,740 |
|
| |
|
|
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |
|
| |
CERTAIN SHARES |
|
[_] |
| |
|
|
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
| |
|
|
| |
16.8%* |
|
| |
|
|
| 14. |
TYPE OF REPORTING PERSON |
|
| |
|
|
| |
IN, HC |
|
* Based upon 471,824,687 shares outstanding as of the date hereof, as adjusted
for a convertible note and stock options beneficially owned by Robert Pohly.
This Schedule 13D is Amendment No. 7 with respect to (i) Samlyn Capital,
LLC; (ii) Samlyn Partners, LLC; (iii) Samlyn Onshore Fund, LP; (iv) Samlyn Offshore Master Fund, Ltd.; and (v) Robert Pohly.
This Schedule 13D is Amendment No. 5 with respect to Samlyn, LP.
| Item 1. |
Security and Issuer. |
|
| |
The name of the issuer is Applied Minerals, Inc., a Delaware corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 1200 Silver City Road, PO Box 432, Eureka, Utah 84628. This is Amendment No. 7 to Schedule 13D relates to the Issuer's Common Stock, $0.001 par value per share (the “Shares”). |
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| Item 2. |
Identity and Background. |
|
| |
(a), (f) |
The persons filing this statement are: (i) Samlyn Capital, LLC, a Delaware limited liability company (“Samlyn Capital”); (ii) Samlyn, LP, a Delaware limited partnership (“Samlyn LP”); (iii) Samlyn Partners, LLC, a Delaware limited liability company (“Samlyn Partners”); (iv) Samlyn Onshore Fund, LP, a Delaware limited partnership (“Samlyn Onshore Fund”); (v) Samlyn Offshore Master Fund, Ltd., a Cayman Islands exempted company (“Samlyn Offshore Master Fund”); and (vi) Robert Pohly, a United States citizen (“Mr. Pohly”, and collectively with Samlyn Capital, Samlyn LP, Samlyn Partners, Samlyn Onshore Fund and Samlyn Offshore Master Fund, the “Reporting Persons”). |
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| |
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|
| |
(b), (c) |
Samlyn Capital is an investment adviser registered with the Securities and Exchange Commission (the “SEC”) that is principally engaged in the business of providing investment management services to its advisory clients, including, without limitation, Samlyn Onshore Fund and Samlyn Offshore Master Fund. Samlyn LP is the sole owner of Samlyn Capital. Mr. Pohly indirectly controls Samlyn Capital through his ownership interests in Samlyn LP and its general partner, Samlyn GP, LLC, a Delaware limited liability company for which Mr. Pohly serves as the managing member. Mr. Pohly is also the managing member of Samlyn Partners, which serves as the general partner of Samlyn Onshore Fund. Samlyn Onshore Fund and Samlyn Offshore Master Fund are each principally engaged in the business of investing in securities. The principal business address of Samlyn Capital, Samlyn LP, Samlyn Partners, Samlyn Onshore Fund and Mr. Pohly is c/o 500 Park Avenue, 2nd Floor, New York, New York 10022. The principal business address of Samlyn Offshore Master Fund is c/o Intertrust Corporate Services (Cayman) Limited, One Nexus Way, Camana Bay, Grand Cayman, KY1-9005, Cayman Islands. The board of directors of the Master Fund consists of Mr. Pohly, Scott Dakers and Julie Hughes. |
|
| |
|
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|
| |
(d) |
None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
|
| |
|
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|
| |
(e) |
None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
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|
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| Item 3. |
Source and Amount of Funds or Other Consideration. |
|
| |
|
|
| |
The funds for the purchase of the 79,126,740 Shares
beneficially owned by Samlyn Capital, Samlyn LP and Mr. Pohly came from the working capital of Samlyn Onshore Fund and Samlyn Offshore
Master Fund, which are the direct owners of the Shares. No borrowed funds were used to purchase the Shares, other than any borrowed funds
used for working capital purposes (including certain leverage arrangements) in the ordinary course of business.
The funds for the purchase of the 27,851,783 Shares
beneficially owned by Samlyn Partners and Samlyn Onshore Fund came from the working capital of Samlyn Onshore Fund, which is the direct
owner of the Shares. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes
(including certain leverage arrangements) in the ordinary course of business.
The funds for the purchase of the 51,274,957 Shares
beneficially owned by Samlyn Offshore Master Fund came from its working capital. No borrowed funds were used to purchase the Shares, other
than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business. |
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| |
|
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| Item 4. |
Purpose of Transaction. |
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| |
|
|
| |
The Reporting Persons are filing this Amendment
No. 7 to Schedule 13D to report a change in their respective beneficial ownership percentages of the Shares, as indicated in Item 5 below.
Except as otherwise set forth herein, the Reporting
Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs (a) –
(j) of Item 4 of Schedule 13D. However, subject to market conditions and in compliance with applicable securities laws, the Reporting
Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of Shares they may be
deemed to beneficially own in open-market or privately-negotiated transactions. The Reporting Persons may also communicate with the Issuer’s
management, the Issuer’s board of directors and other holders of Shares from time to time. |
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| |
|
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| Item 5. |
Interest in Securities of the Issuer. |
|
| |
|
|
| |
(a) - (d) |
As of the date hereof, Samlyn Capital, Samlyn LP and
Mr. Pohly may each be deemed to be the beneficial owner of 79,126,740 Shares, constituting 16.8% of the Shares, based upon 471,824,687
Shares outstanding as of the date hereof, as adjusted for a Series A Convertible Note and stock options of the Issuer beneficially owned
by Samlyn Capital, Samlyn LP and Mr. Pohly. Each of Samlyn Capital, Samlyn LP and Mr. Pohly has the sole power to vote or direct the vote
of 0 Shares and the shared power to vote or direct the vote of 79,126,740 Shares. Each of Samlyn Capital, Samlyn LP and Mr. Pohly has
the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 79,126,740
Shares.
As of the date hereof, Samlyn Partners and Samlyn
Onshore Fund may each be deemed to be the beneficial owner of 27,851,783 Shares, constituting 6.5% of the Shares, based upon 427,033,173
Shares outstanding as of the date hereof, as adjusted for a Series A Convertible Note and stock options of the Issuer beneficially owned
by Samlyn Partners and Samlyn Onshore Fund. Each of Samlyn Partners and Samlyn Onshore Fund has the sole power to vote or direct the vote
of 0 Shares and the shared power to vote or direct the vote of 27,851,783 Shares. Each of Samlyn Partners and Samlyn Onshore Fund has
the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 27,851,783
Shares.
As of the date hereof, Samlyn Offshore Master Fund
may be deemed to be the beneficial owner of 51,274,957 Shares, constituting 11.4% of the Shares, based upon 448,000,877 Shares outstanding
as of the date hereof, as adjusted for a Series A Convertible Note and stock options of the Issuer beneficially owned by Samlyn Offshore
Master Fund. Samlyn Offshore Master Fund has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct
the vote of 51,274,957 Shares. Samlyn Offshore Master Fund has the sole power to dispose or direct the disposition of 0 Shares and the
shared power to dispose or direct the disposition of 51,274,957 Shares.
There have been no transactions in the Shares by the
Reporting Persons during the past sixty days.
|
|
| |
(e) |
N/A
|
|
| Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
|
| |
|
|
| |
The information set forth in Item 4 above is incorporated by reference in its entirety in this Item 6. The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to securities of the Issuer that is not described herein or in a prior Schedule 13D filed by the Reporting Persons in respect of the Issuer. |
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| |
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| Item 7. |
Material to be Filed as Exhibits. |
|
| |
Exhibit A: Joint Filing Agreement
|
| |
|
|
SIGNATURE
After reasonable inquiry and to
the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| |
January 11, 2023 |
|
| |
(Date) |
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|
SAMLYN CAPITAL, LLC*
By: Samlyn, LP, its sole member
By: Samlyn GP, LLC, its general partner |
| |
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| |
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| |
|
By: ___/s/_Robert Pohly___________
Name: Robert Pohly
Title: Managing Member |
| |
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SAMLYN, LP*
By: Samlyn GP, LLC, its general partner |
| |
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| |
|
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| |
|
By: ___/s/_Robert Pohly___________
Name: Robert Pohly
Title: Managing Member |
| |
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SAMLYN PARTNERS, LLC* |
| |
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|
By: ___/s/_Robert Pohly___________
Name: Robert Pohly
Title: Managing Member |
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SAMLYN ONSHORE FUND, LP*
By: Samlyn Partners, LLC, its general partner |
| |
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| |
|
By: ___/s/_Robert Pohly___________
Name: Robert Pohly
Title: Managing Member |
| |
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SAMLYN OFFSHORE MASTER FUND, LTD.* |
| |
|
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| |
|
By: ___/s/_Robert Pohly ___________
Name: Robert Pohly
Title: Director |
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ROBERT POHLY* |
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By: ___/s/_Robert Pohly ___________
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* The Reporting Person disclaims beneficial ownership
of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission
that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934,
as amended, or for any other purpose.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
Exhibit A
JOINT FILING AGREEMENT
The undersigned agree that this
Amendment No. 7 to Schedule 13D, dated January 11, 2023, relating to the Common Stock, $0.001 par value per share of Applied Minerals,
Inc. shall be filed on behalf of the undersigned.
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January 11, 2023 |
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(Date) |
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SAMLYN CAPITAL, LLC*
By: Samlyn, LP, its sole member
By: Samlyn GP, LLC, its general partner |
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By: ___/s/_Robert Pohly___________
Name: Robert Pohly
Title: Managing Member |
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SAMLYN, LP*
By: Samlyn GP, LLC, its general partner |
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By: ___/s/_Robert Pohly___________
Name: Robert Pohly
Title: Managing Member |
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SAMLYN PARTNERS, LLC* |
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By: ___/s/_Robert Pohly___________
Name: Robert Pohly
Title: Managing Member |
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SAMLYN ONSHORE FUND, LP*
By: Samlyn Partners, LLC, its general partner |
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By: ___/s/_Robert Pohly___________
Name: Robert Pohly
Title: Managing Member |
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SAMLYN OFFSHORE MASTER FUND, LTD.* |
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By: ___/s/_Robert Pohly ___________
Name: Robert Pohly
Title: Director |
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ROBERT POHLY* |
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By: ___/s/_Robert Pohly ___________
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