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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: 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 | ||||||||
| Options | $ 2.64 | 06/18/2015 | D | 35,000 (1) | 01/07/2008 | 01/07/2018(2) | Common stock | 35,000 | (3) | 0 | D | ||||
| Option | $ 1.33 | 06/18/2015 | D | 25,000 (1) | 01/05/2010 | 01/05/2020(2) | Common stock | 25,000 | (3) | 0 | D | ||||
| Option | $ 1.89 | 06/18/2015 | D | 27,500 (1) | 12/12/2011 | 12/12/2021(2) | Common stock | 27,500 | (3) | 0 | D | ||||
| Option | $ 1.32 | 06/18/2015 | D | 27,500 (1) | 12/17/2012 | 12/16/2022(2) | Common stock | 27,500 | (3) | 0 | D | ||||
| Option | $ 1.22 | 06/18/2015 | D | 74,000 (1) | 07/12/2013 | 07/11/2023(2) | Common stock | 74,000 | (3) | 0 | D | ||||
| Option | $ 1.14 | 06/18/2015 | D | 34,000 (1) | 01/17/2015 | 01/16/2025(2) | Cpmmon stock | 34,000 | (3) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| KIRCHNER GERHARD F HOECH 5A ST. ANDRAE-HOECH, C4 A-8442 |
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| /s/ Gerhard F. Kirchner | 06/27/2015 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | This transaction reflects the disposition of the securities of the Issuer held by the reporting person pursuant to the Agreement and Plan of Merger dated January 4, 2015, as amended (the "Merger Agreement"), by and among the Issuer, Energy Fuels Inc. (the "Acquirer"), and EFR Nevada Corp. The parties completed the merger on June 18, 2015 (the "Closing Date"), with each share of common stock of the Issuer being exchanged for 0.255 shares of the Acquirer (the "Exchange Ratio"). |
| (2) | According to the terms of the Merger Agreement, the reporting person, as a former director of the Acquirer who is not continuing as an officer or director of the Acquirer, this option will expire on the earlier of (i) the original expiry date for such option, and (ii) six months from the Closing Date. |
| (3) | This option, which is fully vested and exercisable, was assumed by the Acquirer and replaced with an option to purchase shares of common stock of the Acquirer. Both the number of shares under the option and the exercise price are adjusted by the Exchange Ratio. |