4: Statement of changes in beneficial ownership of securities
Published on June 6, 2024
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled 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). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HYCROFT MINING HOLDING CORP [ HYMC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/23/2024 | ||||||||||||||||||||||||||
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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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| 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) | |||
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| Code | V | Amount | (A) or (D) | Price | ||||||
| CLASS A COMMON STOCK | 05/23/2024 | A | 22,455(1)(2) | A | $0 | 2,392,880(3) | I | SEE NOTES(4)(5) | ||
| 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) | ||||
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. The reported transaction relates to the receipt by AMC Entertainment Holdings, Inc. ("AMC Holdings") of 22,455 restricted stock units ("RSUs") as the 2024 annual equity award grant for Sean Goodman's service as a non-employee member of the issuer's Board of Directors, of which 11,228 vested on May 24, 2023 (the date of grant), and 11,227 will vest on the earlier of (i) the date of the first annual meeting of stockholders of the issuer occurring after the date of grant, or (ii) May 23, 2025. |
| 2. Each RSU represents a contingent right to receive one share of the issuer's Class A common stock (the "Common Stock"). The RSUs will convert into shares of Common Stock upon vesting; provided, however, that if, on the conversion date, the reporting person is prohibited from trading in the issuer's securities pursuant to applicable securities laws or the issuer's policies, the conversion date shall be, in the determination of the Compensation Committee of the issuer's Board of Directors, the second trading day after the date the reporting person is no longer prohibited from trading. |
| 3. Of this amount, 12,392 are unvested RSUs. |
| 4. This statement is being filed by the following reporting persons: AMC Holdings and American Multi-Cinema, Inc., which is a wholly owned subsidiary of AMC Holdings. |
| 5. Mr. Goodman is AMC Holdings' executive Vice President and Chief Financial Officer and serves as a director on the Board of Directors of the issuer. Each of the reporting persons is a "director by deputization" solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. Remarks: On November 14, 2023, the issuer effectuated a 1-for-10 reverse stock split of its common stock. All transactions and share amounts reported on this Form 4 give effect to the reverse stock split. |
| Remarks: |
| On November 14, 2023, the issuer effectuated a 1-for-10 reverse stock split of its common stock. All transactions and share amounts reported on this Form 4 give effect to the reverse stock split. |
| /s/ Edwin F. Gladbach, Vice PresidentLegal & Asst. Secretary, AMC Entertainment Holdings, Inc. and American-Multi Cinema, Inc. | 05/28/2024 | |
| ** 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.