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Form 4 HYCROFT MINING HOLDING For: Nov 30 Filed by: Mudrick Jason

December 2, 2022 8:54 PM EST

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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 *
Mudrick Capital Management, L.P.

(Last) (First) (Middle)
527 MADISON AVENUE, 6TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HYCROFT MINING HOLDING CORP [ HYMC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/30/2022
4. 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 Acquired, Disposed of, or Beneficially Owned
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
Class A Common Stock 11/30/2022   S   713,490 (2) D $ 0.741 (3) 23,681,359 I See Notes (1) (23) (24) (25)
Class A Common Stock 12/01/2022   S   1,050,110 (4) D $ 0.7018 (5) 22,631,249 I See Notes (1) (23) (24) (25)
Class A Common Stock 12/02/2022   S   620,033 (6) D $ 0.6634 (7) 22,011,216 (8) I See Notes (1) (23) (24) (25)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 11/30/2022   S     145,871 (9) 10/06/2020 10/06/2025 Class A Common Stock 145,871 $ 0.1089 (10) 3,001,150 I See Notes (1) (23) (24) (25)
Warrants $ 11.5 11/30/2022   S     55,066 (11) 06/28/2020   (12) Class A Common Stock 55,066 $ 0.099 (13) 10,031,241 I See Notes (1) (23) (24) (25)
Warrants $ 10.5 12/01/2022   S     40,275 (14) 10/06/2020 10/06/2025 Class A Common Stock 40,275 $ 0.1003 (15) 2,960,875 I See Notes (1) (23) (24) (25)
Warrants $ 11.5 12/01/2022   S     47,465 (16) 06/28/2020   (12) Class A Common Stock 47,465 $ 0.094 (17) 9,983,776 I See Notes (1) (23) (24) (25)
Warrants $ 10.5 12/02/2022   S     8,427 (18) 10/06/2020 10/06/2025 Class A Common Stock 8,427 $ 0.1 2,952,448 (19) I See Notes (1) (23) (24) (25)
Warrants $ 11.5 12/02/2022   S     31,969 (20) 06/28/2020   (12) Class A Common Stock 31,969 $ 0.0933 (21) 9,951,807 (22) I See Notes (1) (23) (24) (25)
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 GP, LLC ("Mudrick Drawdown GP"); Mudrick Distressed Opportunity Drawdown Fund, L.P. ("Mudrick Drawdown Fund"); 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 shares of the Issuer's Class A Common Stock as follows: 294,540 by Mudrick Opportunity Fund; 76,007 by Mudrick Drawdown Fund; 63,446 by Mudrick Drawdown Fund II; 18,383 by Mudrick Drawdown Fund II SC; and 261,114 by certain accounts managed by Mudrick Capital and shares held by Mudrick Capital Management, L.P. on behalf of Mudrick Stressed Credit Master Fund, L.P. (the "Managed Accounts" and together with Mudrick Drawdown Fund, Mudrick Drawdown Fund II, Mudrick Drawdown Fund II SC and the Mudrick Opportunity Fund, the "Mudrick Funds").
3. The price represents the weighted average price of the shares sold. The shares were sold within a range of $0.72 to $0.8036, 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 shares sold at each separate price within the range.
4. Represents the sale of shares of the Issuer's Class A Common Stock as follows: 434,308 by Mudrick Opportunity Fund; 111,771 by Mudrick Drawdown Fund; 92,911 by Mudrick Drawdown Fund II; 26,810 by Mudrick Drawdown Fund II SC; and 384,310 by the Managed Accounts.
5. The price represents the weighted average price of the shares sold. The shares were sold within a range of $0.69 to $0.74, 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 shares sold at each separate price within the range.
6. Represents the sale of shares of the Issuer's Class A Common Stock as follows: 256,435 by Mudrick Opportunity Fund; 65,995 by Mudrick Drawdown Fund; 54,859 by Mudrick Drawdown Fund II; 15,830 by Mudrick Drawdown Fund II SC; and 226,914 by the Managed Accounts.
7. The price represents the weighted average price of the shares sold. The shares were sold within a range of $0.65 to $0.6947, 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 shares sold at each separate price within the range.
8. Represents shares of the Issuer's Class A Common Stock directly held following the reported sales as follows: 9,103,463 by Mudrick Opportunity Fund; 2,342,822 by Mudrick Drawdown Fund; 1,947,486 by Mudrick Drawdown Fund II; 561,967 by Mudrick Drawdown Fund II SC; and 8,055,478 by the Managed Accounts
9. Represents the sale of warrants to buy shares of the Issuer's Class A Common Stock as follows: 29,157 by Mudrick Opportunity Fund; 68,066 by Mudrick Drawdown Fund II; 28,169 by Mudrick Drawdown Fund SC; and 20,479 by the Managed Accounts.
10. The price represents the weighted average price of the warrants sold. The warrants were sold within a range of $0.10 to $0.13, 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.
11. Represents the sale of warrants to buy shares of the Issuer's Class A Common Stock as follows: 21,620 by Mudrick Opportunity Fund; 8,358 by Mudrick Drawdown Fund; 1,168 by Mudrick Drawdown Fund II; and 23,920 by the Managed Accounts.
12. These warrants expire May 29, 2025, or earlier upon their redemption or the liquidation of the Issuer. These warrants may be redeemed, at a price of $0.01 per warrant, if the last sale price of the Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading day period ending on the third business day before the notice of redemption is sent to the warrant holders.
13. The price represents the weighted average price of the warrants sold. The warrants were sold within a range of $0.088 to $0.11, 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.
14. Represents the sale of warrants to buy shares of the Issuer's Class A Common Stock as follows: 8,050 by Mudrick Opportunity Fund; 7,778 by Mudrick Drawdown Fund II SC; 18,793 by Mudrick Drawdown Fund II; and 5,654 by the Managed Accounts.
15. The price represents the weighted average price of the warrants sold. The warrants were sold within a range of $0.10 to $0.1099, 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.
16. Represents the sale of warrants to buy shares of Class A Common Stock as follows: 18,636 by Mudrick Opportunity Fund; 7,204 by Mudrick Drawdown Fund; 1,007 by Mudrick Drawdown Fund II; and 20,618 by the Managed Accounts.
17. The price represents the weighted average price of the warrants sold. The warrants were sold within a range of $0.091 to $0.10, 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.
18. Represents the sale of warrants to buy shares of Class A Common Stock as follows: 1,684 by Mudrick Opportunity Fund; 3,932 by Mudrick Drawdown Fund II; 1,627 by Mudrick Drawdown Fund II SC; and 1,184 by the Managed Accounts.
19. Represents warrants to buy shares of Class A Common Stock directly held following the reported sales as follows: 590,134 by Mudrick Opportunity Fund; 1,377,671 by Mudrick Drawdown Fund II; 570,154 by Mudrick Drawdown Fund II SC; and 414,489 by the Managed Accounts.
20. Represents the sale of warrants to buy shares of Class A Common Stock as follows: 12,553 by Mudrick Opportunity Fund; 4,852 by Mudrick Drawdown Fund; 678 by Mudrick Drawdown Fund II; and 13,886 by the Managed Accounts.
21. The price represents the weighted average price of the warrants sold. The warrants were sold within a range of $0.091 to $0.10, 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.
22. Represents warrants to buy shares of Class A Common Stock directly held following the reported sales as follows: 3,907,339 by Mudrick Opportunity Fund; 1,510,479 by Mudrick Drawdown Fund; 211,067 by Mudrick Drawdown Fund II; and 4,322,922 by the Managed Accounts.
23. 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 GP, the general partner of Mudrick Drawdown Fund, 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.
24. 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 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.
25. 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 12/02/2022
** 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.

ATTACHMENTS / EXHIBITS

EXHIBIT 99.1



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