ThZeal - The Zeal

SEC FORM 4 SEC Form 4

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^*

Golden Post Rail, LLC

(Last)

(First)

(Middle)

1110 POST OAK PLACE

(Street)

WESTLAKE

76262

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DYNARESOURCE INC [ DYNR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2020

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Promissory Note	⁽¹⁾⁽²⁾⁽³⁾	05/14/2020		A		1,250,000⁽¹⁾⁽²⁾⁽³⁾		⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	Series D Convertible Preferred Stock	⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	1,250,000⁽¹⁾⁽²⁾⁽³⁾	D⁽⁴⁾⁽⁵⁾
2020 Warrant (Right to Buy)	$0.01⁽⁶⁾	05/14/2020		A		783,975⁽⁶⁾		⁽⁶⁾	05/14/2030⁽⁶⁾	Common Stock	783,975⁽⁶⁾	⁽⁶⁾	783,975⁽⁶⁾	D⁽⁴⁾⁽⁵⁾
Series C Convertible Preferred Stock	$2.05⁽⁷⁾⁽⁸⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	2,450,343⁽⁷⁾⁽⁸⁾		1,734,992	D⁽⁴⁾⁽⁵⁾
2015 Warrant (Right to Buy)	$2.05⁽¹⁰⁾⁽¹¹⁾							⁽¹²⁾	05/13/2027	Common Stock	2,708⁽¹⁰⁾⁽¹¹⁾		2,306⁽¹¹⁾	D⁽⁴⁾⁽⁵⁾
2015 Warrant (Right to Buy)	$2.05⁽¹⁰⁾⁽¹¹⁾							⁽¹²⁾	06/30/2020	Common Stock	2,643,284⁽¹⁰⁾⁽¹¹⁾		2,250,806⁽¹¹⁾	D⁽⁴⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

Golden Post Rail, LLC

(Last)

(First)

(Middle)

1110 POST OAK PLACE

(Street)

WESTLAKE

76262

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ROSE MATTHEW K

(Last)

(First)

(Middle)

1110 POST OAK PLACE

(Street)

WESTLAKE

76262

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The convertible promissory note (the "Note") is payable by the Issuer to Golden Post Rail, LLC ("Golden Post") in the aggregate principal amount of $2,500,000, bearing an interest rate of 10% per annum, and maturing on the two-year anniversary of the date of issuance. As of the execution date of the Note, there was $1,250,000 in principal amount outstanding under the Note and the balance of the aggregate principal amount of the Note may be subsequently drawn down by and funded to the issuer in accordance with an agreed-upon draw summary and budget under the Note. The outstanding principal amount under the Note and any accrued and unpaid interest thereon is immediately convertible, at the option of Golden Post, into shares of Series D Senior Convertible Preferred Stock (the "Series D Preferred Stock") at a conversion price of $2.00 per share of Series D Preferred Stock.

2. (Continued from footnote 1) Any subsequent increase or decrease in the number of shares of Series D Preferred Stock issuable upon the conversion of the Note as a result of any subsequent increase or decrease in the outstanding principal amount of indebtedness under the Note and any accrued and unpaid interest thereon is exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16a-9(a) thereunder.

3. Though the Note matures two years from the date of issuance, the Note is convertible into Series D Preferred Stock for so long as there is any principal amount outstanding under the Note. If converted into Series D Preferred Stock, the shares of Series D Preferred Stock, which are convertible into shares of common stock at any time at the holder's election, have no expiration date. Though any shares of Series D Preferred Stock are initially convertible into shares of common stock on a 1:1 basis at any time at the holder's election, the conversion price and the number of shares of common stock into which any shares of Series D Preferred Stock is convertible are subject to anti-dilution adjustments, which generally provide that any shares of Series D Preferred Stock will 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.

4. 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 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.

5. 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.

6. In connection with the issuance of the Note to the reporting persons, the issuer also issued a common stock purchase warrant (the "2020 Warrant") representing the right to purchase of 783,976 shares of common stock of the issuer, at an exercise price of $0.01 per share, and expiring on the 10-year anniversary of the date of issuance. The 2020 Warrants are subject to anti-dilution adjustments for stock splits, stock dividends, and similar matters.

7. 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.

8. (Continued from Footnote 7) As a result of the dilutive issuances of convertible promissory notes and common stock purchase warrants by the issuer, the issuer has advised the reporting persons that the conversion price of the Series C Preferred Stock has decreased to $2.05 per share and that the number of shares of common stock issuable upon conversion of the Series C Preferred Stock by the reporting persons increased by an additional 314,304 shares since May 13, 2020. The amount of underlying securities also includes 333,570 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 14, 2020. Any increase or decrease in the number of shares of common stock issuable upon the conversion of the Series C Preferred Stock as a result of any prior or subsequent increase or decrease in accrued and unpaid dividends is exempt from Section 16 of the Exchange Act pursuant to Rule 16a-9(a) thereunder.

9. 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.

10. The number of shares of common stock for which the 2015 Warrants are exercisable is subject to anti-dilution adjustments, which generally provide that the 2015 Warrants will retain their aggregate 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.

11. As a result of the dilutive issuances of convertible promissory notes and common stock purchase warrants by the issuer, the issuer has advised the reporting persons that the exercise price of the 2015 Warrants has decreased to $2.05 per share and that the aggregate number of shares of common stock issuable upon exercise of the 2015 Warrants have increased by an additional 392,880 shares since May 13, 2020.

12. Immediately exercisable.

Remarks:

	Golden Post Rail, LLC, By: /s/ Matthew K. Rose, manager	05/18/2020
	By: /s/ Matthew K. Rose	05/18/2020
	** Signature of Reporting Person	Date
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