Amended Statement of Ownership (sc 13g/a)
05 Enero 2021 - 11:58AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
(Amendment
No. 3)
Under
the Securities Exchange Act of 1934
Texas
Mineral Resources Corp.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
882672108
(CUSIP
Number)
December 28, 2020
(Date
of Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
o
|
Rule
13d-1(b)
|
x
|
Rule
13d-1(c)
|
o
|
Rule
13d-1(d)
|
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided
in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
Persons
who are to respond to the collection of information contained in this form are not required to respond unless the form displays
a currently valid OMB control number.
CUSIP No. 882672108
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13G/A
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Page
2 of 13 Pages
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1.
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names of reporting
persons
i.r.s. identification no.
of above persons (entities only)
SC Fundamental Value Fund, L.P.
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2.
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check the appropriate box if a group*
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(a)
x
(b)
o
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3.
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sec use only
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4.
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citizenship or place
of organization
Delaware
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number of
shares
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5.
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sole voting power
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0
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beneficially
owned by
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6.
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shared voting power
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1,883,450
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each
reporting
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7.
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sole dispositive power
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0
|
person with:
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8.
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shared dispositive power
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1,883,450
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9.
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aggregate amount beneficially owned by each reporting person
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1,883,450
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10.
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check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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o
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11.
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percent of class represented by amount in row (9)
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2.56%
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12.
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type of reporting person (See Instructions)
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PN
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CUSIP No. 882672108
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13G/A
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Page
3 of 13 Pages
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1.
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names of reporting
persons
i.r.s. identification no.
of above persons (entities only)
SC Fundamental LLC
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2.
|
check the appropriate box if a group*
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(a)
x
(b)
o
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3.
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sec use only
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4.
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citizenship or place
of organization
New York
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number of
shares
|
5.
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sole voting power
|
0
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beneficially
owned by
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6.
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shared voting power
|
1,883,450
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each
reporting
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7.
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sole dispositive power
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0
|
person with:
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8.
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shared dispositive power
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1,883,450
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9.
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aggregate amount beneficially owned by each reporting person
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1,883,450
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10.
|
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
o
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11.
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percent of class represented by amount in row (9)
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2.56%
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12.
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type of reporting person (See Instructions)
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PN
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CUSIP No. 882672108
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13G/A
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Page
4 of 13 Pages
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1.
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names of reporting
persons
i.r.s. identification no.
of above persons (entities only)
SC Fund Management
Profit Sharing Plan
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2.
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check the appropriate box if a group*
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(a)
x
(b)
o
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3.
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sec use only
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4.
|
citizenship or place
of organization
Delaware
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number of
shares
|
5.
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sole voting power
|
0
|
beneficially
owned by
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6.
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shared voting power
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1,500,000
|
each
reporting
|
7.
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sole dispositive power
|
0
|
person with:
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8.
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shared dispositive power
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1,500,000
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9.
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aggregate amount beneficially owned by each reporting person
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1,500,000
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10.
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check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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o
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11.
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percent of class represented by amount in row (9)
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2.04%
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12.
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type of reporting person (See Instructions)
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PN
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CUSIP No. 882672108
|
13G/A
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Page
5 of 13 Pages
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1.
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names of reporting
persons
i.r.s. identification no.
of above persons (entities only)
Peter M. Collery
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2.
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check the appropriate box if a group*
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(a)
x
(b)
o
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3.
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sec use only
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4.
|
citizenship or place
of organization
United States of America
|
number of
shares
|
5.
|
sole voting power
|
1,500,000
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beneficially
owned by
|
6.
|
shared voting power
|
1,883,450
|
each
reporting
|
7.
|
sole dispositive power
|
1,500,000
|
person with:
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8.
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shared dispositive power
|
1,883,450
|
9.
|
aggregate amount beneficially owned by each reporting person
|
3,383,450
|
10.
|
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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o
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11.
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percent of class represented by amount in row (9)
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4.61%
|
12.
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type of reporting person (See Instructions)
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IN
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CUSIP No. 882672108
|
13G/A
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Page
6 of 13 Pages
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1.
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names of reporting
persons
i.r.s. identification no.
of above persons (entities only)
Edward A. Collery
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2.
|
check the appropriate box if a group*
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(a)
x
(b)
o
|
3.
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sec use only
|
4.
|
citizenship or place
of organization
United States of America
|
number of
shares
|
5.
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sole voting power
|
200,000
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beneficially
owned by
|
6.
|
shared voting power
|
1,883,450
|
each
reporting
|
7.
|
sole dispositive power
|
200,000
|
person with:
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8.
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shared dispositive power
|
1,883,450
|
9.
|
aggregate amount beneficially owned by each reporting person
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2,083,450
|
10.
|
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
o
|
11.
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percent of class represented by amount in row (9)
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2.83%
|
12.
|
type of reporting person (See Instructions)
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IN
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CUSIP No. 882672108
|
13G/A
|
Page
7 of 13 Pages
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1.
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names of reporting
persons
i.r.s. identification no.
of above persons (entities only)
Neil H. Koffler
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2.
|
check the appropriate box if a group*
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(a)
x
(b)
o
|
3.
|
sec use only
|
4.
|
citizenship or place
of organization
United States of America
|
number of
shares
|
5.
|
sole voting power
|
0
|
beneficially
owned by
|
6.
|
shared voting power
|
1,883,450
|
each
reporting
|
7.
|
sole dispositive power
|
0
|
person with:
|
8.
|
shared dispositive power
|
1,883,450
|
9.
|
aggregate amount beneficially owned by each reporting person
|
1,883,450
|
10.
|
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
o
|
11.
|
percent of class represented by amount in row (9)
|
2.56%
|
12.
|
type of reporting person (See Instructions)
|
IN
|
CUSIP No. 882672108
|
13G/A
|
Page
8 of 13 Pages
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1.
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names of reporting
persons
i.r.s. identification no.
of above persons (entities only)
John T. Bird
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2.
|
check the appropriate box if a group*
|
(a)
x
(b)
o
|
3.
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sec use only
|
4.
|
citizenship or place
of organization
United States of America
|
number of
shares
|
5.
|
sole voting power
|
0
|
beneficially
owned by
|
6.
|
shared voting power
|
1,883,450
|
each
reporting
|
7.
|
sole dispositive power
|
0
|
person with:
|
8.
|
shared dispositive power
|
1,883,450
|
9.
|
aggregate amount beneficially owned by each reporting person
|
1,883,450
|
10.
|
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
o
|
11.
|
percent of class represented by amount in row (9)
|
2.56%
|
12.
|
type of reporting person (See Instructions)
|
IN
|
CUSIP No. 882672108
|
13G/A
|
Page
9 of 13 Pages
|
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1.
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names of reporting
persons
i.r.s. identification no.
of above persons (entities only)
David A. Hurwitz
|
2.
|
check the appropriate box if a group*
|
(a)
x
(b)
o
|
3.
|
sec use only
|
4.
|
citizenship or place
of organization
United States of America
|
number of
shares
|
5.
|
sole voting power
|
0
|
beneficially
owned by
|
6.
|
shared voting power
|
1,883,450
|
each
reporting
|
7.
|
sole dispositive power
|
0
|
person with:
|
8.
|
shared dispositive power
|
1,883,450
|
9.
|
aggregate amount beneficially owned by each reporting person
|
1,883,450
|
10.
|
check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
o
|
11.
|
percent of class represented by amount in row (9)
|
2.56%
|
12.
|
type of reporting person (See Instructions)
|
IN
|
CUSIP No. 882672108
|
13G/A
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Page
10 of 13 Pages
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Item
1.
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(a)
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Name of Issuer:
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Texas
Mineral Resources Corp.
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(b)
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Address
of Issuer’s Principal Executive Offices:
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516 South Spring
Avenue
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Tyler, Texas
75702
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Item
2.
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This
Schedule 13G/A (the “Schedule”) is being filed with respect to shares of Common Stock (par value of $0.01) of Texas
Mineral Resources Corp. (the
“Issuer”) which are or were beneficially owned by the following reporting persons:
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(i)
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SC Fundamental
Value Fund, L.P.
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(ii)
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SC Fundamental
LLC
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(iii)
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SC Fund Management Profit Sharing Plan
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(iv)
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Peter M. Collery
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(v)
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Edward A. Collery
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(vi)
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Neil H. Koffler
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(vii)
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John T. Bird
and
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(a)
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Name of Person
Filing:
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(viii)
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David A. Hurwitz (together, the “Reporting
Persons”). This Form is being filed by SC Fundamental Value Fund, LP (the “Fund”) on behalf of itself and SC
Fundamental, LLC (the “General Partner”), SC Fund Management Profit Sharing Plan (the “Plan”) and Peter
M. Collery (“P. Collery”), Edward A. Collery (“E. Collery”), Neil H. Koffler (“Koffler”),
John T. Bird (“Bird”) and David A. Hurwitz (“Hurwitz”). P. Collery is the President and a member of the
General Partner and the Trustee of the Plan and E. Collery, Koffler, Bird and Hurwitz are Vice Presidents and members of the General
Partner.
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(b)
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Address
of Principal Business Office or, if none, Residence:
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The principal business office of each of SC Fundamental Value Fund, L.P., SC Fundamental LLC, SC Fund Management
Profit Sharing Plan, Peter M. Collery, Edward A. Collery, Neil H. Koffler, John T. Bird and David A. Hurwitz is:
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709 Main Street, 3rd Floor
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New Rochelle,
New York 10801
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(c),
(d) and (e):
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For
information with respect to citizenship or place of organization of each of the Reporting Persons, title of class of securities
and CUSIP number for the shares held by such persons, see the appropriate cover page above.
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CUSIP No. 882672108
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13G/A
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Page
11 of 13 Pages
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Item
3.
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If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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o
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Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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o
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Bank as defined
in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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o
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Insurance company
as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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o
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Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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o
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An investment
adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit
plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A parent holding
company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
|
o
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A savings associations
as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
|
o
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A church plan
that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
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(j)
|
o
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Group, in accordance
with §240.13d-1(b)(1)(ii)(J).
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(a)-(c) The response of each of the Reporting Persons to Items 5 through 12 of each of their respective Cover
Sheets which relate to the beneficial and percentage ownership of the Common Stock and warrants of the Issuer is incorporated herein
by reference to the appropriate Cover Sheets above. The percentage ownership of the Reporting Persons is based on the 73,457,846
outstanding shares of Common Stock of the Issuer (as of November 23, 2020), as disclosed on the Issuer’s Form 10-K filed
with the SEC on November 30, 2020. The General Partner is filing on behalf of the Fund, which owns 1,883,450 shares of Common Stock
of the Issuer. P Collery, E Collery, Koffler, Bird and Hurwitz are each members of the General Partner. The Plan owns 1,500,000
shares of Common Stock of the Issuer. P Collery is the sole trustee of the Plan. E. Collery owns 200,000 shares of Common Stock
of the Issuer.
Item 5.
|
Ownership
of Five Percent or Less of a Class.
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following: x.
Item 6.
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Ownership
of More Than Five Percent on Behalf of Another Person.
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Not applicable.
Item 7.
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Identification
and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not applicable.
Item 8.
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Identification
and Classification of Members of the Group.
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See Exhibit No. 2 hereto.
Item 9.
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Notice
of Dissolution of Group.
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Not
applicable.
CUSIP No. 882672108
|
13G/A
|
Page
12 of 13 Pages
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The
following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
(a)
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No. 882672108
|
13G/A
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Page
13 of 13 Pages
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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.
Dated:
January 5, 2021
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SC
FUNDAMENTAL VALUE FUND, L.P.
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By:
SC Fundamental LLC, its General Partner
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By:
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/s/
Neil H. Koffler
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Name:
Neil H. Koffler
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Title:
Member
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SC
FUNDAMENTAL LLC
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By:
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/s/
Neil H. Koffler
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Name:
Neil H. Koffler
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Title:
Member
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SC FUND MANAGEMENT
PROFIT SHARING PLAN
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By:
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/s/
Peter Collery, its trustee
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Name:
Peter Collery
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Title:
Trustee
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/s/
Neil H. Koffler
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Neil
H. Koffler as Attorney-in-Fact for
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Peter
M. Collery (1)
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/s/
Neil H. Koffler
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Neil
H. Koffler
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/s/ Edward A. Collery
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Edward A. Collery
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/s/
Neil Koffler
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Neil
H. Koffler as Attorney-in-Fact for
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John
T. Bird (2)
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/s/
Neil Koffler
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Neil
H. Koffler as Attorney-in-Fact for
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David
A. Hurwitz (3)
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(1)
|
Executed
by Neil H. Koffler as Attorney-in-Fact for Peter M. Collery. The Power of Attorney for
Mr. Collery is attached as Exhibit 3 to the Statement on Schedule 13G with respect to
the Common Stock of Trans World Corporation, filed on January 24, 2013, and is incorporated
herein by reference.
|
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(2)
|
Executed
by Neil H. Koffler as Attorney-in-Fact for John T. Bird. The Power of Attorney for Mr.
Bird is attached as Exhibit 3 to the Statement on Schedule 13G with respect to the Common
Stock of First Financial Northwest Inc., filed on September 14, 2011, and is incorporated
herein by reference.
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(3)
|
Executed
by Neil H. Koffler as Attorney-in-Fact for David A. Hurwitz. The Power of Attorney for
Mr. Hurwitz is attached as Exhibit 4 to the Statement on Schedule 13G with respect to
the Common Stock of First Financial Northwest Inc., filed on September 14, 2011, and
is incorporated herein by reference.
|
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner
of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the
statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated
by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
NOTE:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§240.13d-7 for other parties for whom copies are to be sent.
Attention:
|
Intentional
misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
|
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