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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DYNARESOURCE INC [ DYNR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/13/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Series C Convertible Preferred Stock | $2.41(1)(2) | 05/13/2020 | A | 1,771(3) | (4) | (4) | Common Stock | 1,802,489(1)(2) | (3) | 1,734,992 | D(5)(6) | ||||
Common Stock Purchase Warrant | $2.41 | 05/13/2020 | A | 2,306(3) | (7) | 05/13/2027 | Common Stock | 2,306(8) | (3) | 2,306 | D(5)(6) | ||||
Common Stock Purchase Warrant | $2.41(8)(9) | (7) | 06/30/2020 | Common Stock | 2,250,806(8)(9) | 2,250,806(9) | D(5)(6) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The conversion price, and the number of shares of common stock into which the shares of Series C Senior Convertible Preferred Stock (the "Series C Preferred Stock") is convertible, are subject to anti-dilution adjustments, which generally provide that the shares of Series C Preferred Stock retain their percentage ownership of each of the fully diluted outstanding shares of common stock of the issuer and the equity held by the issuer in one of its subsidiaries. |
2. (Continued from Footnote 1) As a result of various dilutive issuances since the original issuance date of the Series C Preferred Stock, the issuer has advised the reporting persons that the conversion price of the Series C Preferred Stock has decreased to $2.41 per share, and the number of shares of common stock issuable upon conversion of the Series C Preferred Stock by the reporting persons has increased by 67,423 shares. The amount of underlying securities also includes 283,545 shares of common stock that may be issuable upon conversion of the Series C Preferred Stock as a result of accrued and unpaid dividends as of May 13, 2020. |
3. Such shares of Series C Preferred Stock and warrant, as applicable, were issued for no additional consideration as a result of additional shares of common stock having been issued prior to the issuance of the Series C Preferred Stock and warrant, as applicable. |
4. The shares of Series C Preferred Stock are convertible into shares of common stock at any time, at the holder's election, and have no expiration date. |
5. Mr. Rose is the Manager, President, Secretary and Treasurer of Golden Post Rail, LLC and may be deemed to beneficially own the securities held by Golden Post Rail, LLC. Mr. Rose disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. Mr. Rose states that neither the filing of this statement nor anything herein shall be deemed an admission that Mr. Rose is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, the beneficial owner of these securities. As a result of certain contractual rights, the reporting persons may be deemed to be a director by deputization with respect to the issuer. |
6. The reporting persons may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Exchange Act. The reporting persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer. |
7. Immediately exercisable. |
8. The number of shares of common stock for which the warrant is exercisable is subject to anti-dilution adjustments, which generally provide that the warrant will retain its percentage ownership of each of the fully diluted outstanding shares of common stock of the issuer and the equity held by the issuer in one of its subsidiaries. In connection with any such anti-dilution adjustment, the exercise price per share decreases such that the aggregate exercise price of the warrant remains constant. |
9. As a result of various dilutive issuance since the original issuance date of the warrant, the issuer has advised the reporting persons that the exercise price of the warrant has decreased to $2.41 per share, and the number of shares of common stock issuable upon exercise of the warrant has increased by 84,279 shares. |
Remarks: |
Golden Post Rail, LLC, By: /s/ Matthew K. Rose, manager | 05/15/2020 | |
/s/ Matthew K. Rose | 05/15/2020 | |
** 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. |