Sec Form 4 Filing - Fogassa Marc @ Brazil Minerals, Inc. - 2012-12-18

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, 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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1. Name and Address of Reporting Person
Fogassa Marc
2. Issuer Name and Ticker or Trading Symbol
Brazil Minerals, Inc. [ BMIX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
433 NORTH CAMDEN DRIVE, SUITE 810
3. Date of Earliest Transaction (MM/DD/YY)
12/18/2012
(Street)
BEVERLY HILLS,, CA90210
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock, par value $.001 per share 02/04/2013( 1 ) A 1,138,802( 2 ) A $ 0( 2 )( 3 ) 1,138,802( 2 ) D
Common Stock, par value $.001 per share 02/27/2014 A 264,994( 2 ) A $ 0.08( 2 )( 3 ) 1,403,796( 2 ) D
Common Stock, par value $.001 per share 02/15/2017 A 2,680,137 A $ 0.04( 3 ) 2,682,945( 4 ) D
Common Stock, par value $.001 per share 08/28/2019 M 41,000,000 A $ 0( 5 ) 43,882,945 D
Common Stock, par value $.001 per share 09/21/2019 M 10,000,000 A $ 0( 6 ) 53,882,945 D
Common Stock, par value $.001 per share 12/03/2020 M 161,636,427 A $ 0( 7 ) 215,519,372 D
Common Stock, par value $.001 per share 11/04/2021 P( 8 ) 1,000 A $ 0.0081 190,676,278 D
Common Stock, par value $.001 per share 03/17/2022 D( 9 ) 398,672 D $ 0.01 185,142,398 D
Common Stock, par value $.001 per share 04/18/2022 A 23,388,290 A $ 0.0076( 10 ) 208,530,688 D
Common Stock, par value $.001 per share 06/15/2022 D( 9 ) 3,000,000 D $ 0.0104 199,530,688 D
Common Stock, par value $.001 per share 06/16/2022 D( 9 ) 1,500,000 D $ 0.0101 198,030,688 D
Common Stock, par value $.001 per share 04/27/2016 A 28,138,894( 2 ) A $ 0.0002( 2 ) 28,138,894( 2 ) I See Footnote( 11 )
Common Stock, par value $.001 per share 10/26/2017 A 25,000,000 A $ 0.006 25,000,000 I See Footnote( 12 )
Common Stock, par value $.001 per share 03/11/2020 A 53,947,368 A $ 0.0019 78,947,368 I See Footnote( 12 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock( 13 ) ( 14 ) 12/18/2012 A 1 ( 14 ) ( 15 ) Common Stock 1 $ 1( 14 ) 1 D
Common Stock Options $ 0( 16 ) 04/07/2019 A 224,711,111 04/07/2019 02/19/2024 Common Stock 224,711,111 ( 16 ) 224,711,111 D
Common Stock Options $ 0( 16 ) 06/30/2019 A 112,355,556 06/30/2019 02/19/2024 Common Stock 112,355,556 ( 16 ) 337,066,667 D
Common Stock Options ( 17 ) 08/28/2019 M 41,000,000 04/07/2019 02/19/2024 Common Stock 41,000,000 $ 410 296,066,667 D
Common Stock Options ( 17 ) 09/21/2019 M 10,028,653 04/07/2019 02/19/2024 Common Stock 10,028,653 $ 0 286,038,014 D
Common Stock Options ( 17 ) 12/03/2020 M 163,682,458 04/07/2019 02/19/2024 Common Stock 122,355,556 $ 0 113,355,556 D
0% Convertible Promissory Note ( 18 ) 09/13/2017 A 09/13/2017 ( 19 ) Common Stock( 20 ) ( 18 ) $ 202,240 $ 202,240 D
6% Convertible Promissory Note ( 18 ) 09/13/2017 A 09/13/2017 ( 19 ) Common Stock( 20 ) ( 18 ) $ 243,388 $ 243,388 D
6% Convertible Promissory Note ( 18 ) 04/07/2019 A 04/07/2019 ( 19 ) Common Stock( 20 ) ( 18 ) $ 261,631 $ 261,631 D
0% Convertible Promissory Note $ 202,240( 21 ) 04/07/2019 M 04/07/2019 ( 19 ) Common Stock Options( 21 ) ( 21 ) $ 202,240 $ 0 D
6% Convertible Promissory Note ( 18 ) 06/30/2019 A 06/30/2019 ( 19 ) Common Stock( 20 ) ( 18 ) $ 61,724 $ 61,724 D
6% Convertible Promissory Note $ 243,388( 22 ) 09/15/2021 M 09/15/2021 ( 19 ) Series D Convertible Preferred Stock( 22 ) ( 22 ) $ 243,388 $ 0 D
6% Convertible Promissory Note $ 261,631( 22 ) 09/15/2021 M 09/15/2021 ( 19 ) Series D Convertible Preferred Stock( 22 ) ( 22 ) $ 261,631 $ 0 D
6% Convertible Promissory Note $ 61,724( 22 ) 09/15/2021 M 09/15/2021 ( 19 ) Series D Convertible Preferred Stock( 22 ) ( 22 ) $ 61,724 $ 0 D
Series D Convertible Preferred Stock ( 24 ) 09/15/2021 M 214,006 ( 24 ) ( 15 ) Common Stock 214,006 ( 25 ) 214,006 D
Series D Convertible Preferred Stock Options $ 0.1 09/30/2021 A 2,500 09/30/2021 12/31/2030 Series D Convertible Preferred Stock 2,500 ( 23 ) 2,500 D
Series D Convertible Preferred Stock Options $ 0.1 09/30/2021 A 2,500 09/30/2021 01/31/2031 Series D Convertible Preferred Stock 2,500 ( 23 ) 5,000 D
Series D Convertible Preferred Stock Options $ 0.1 09/30/2021 A 2,500 09/30/2021 02/28/2031 Series D Convertible Preferred Stock 2,500 ( 23 ) 7,500 D
Series D Convertible Preferred Stock Options $ 0.1 09/30/2021 A 2,500 09/30/2021 03/31/2031 Series D Convertible Preferred Stock 2,500 ( 23 ) 10,000 D
Series D Convertible Preferred Stock Options $ 0.1 09/30/2021 A 2,500 09/30/2021 04/30/2031 Series D Convertible Preferred Stock 2,500 ( 23 ) 12,500 D
Series D Convertible Preferred Stock Options $ 0.1 09/30/2021 A 2,500 09/30/2021 05/31/2031 Series D Convertible Preferred Stock 2,500 ( 23 ) 15,000 D
Series D Convertible Preferred Stock Options $ 0.1 09/30/2021 A 2,500 09/30/2021 06/30/2031 Series D Convertible Preferred Stock 2,500 ( 23 ) 17,500 D
Series D Convertible Preferred Stock Options $ 0.1 09/30/2021 A 2,500 09/30/2021 07/31/2031 Series D Convertible Preferred Stock 2,500 ( 23 ) 20,000 D
Series D Convertible Preferred Stock Options $ 0.1 09/30/2021 A 2,500 09/30/2021 08/31/2031 Series D Convertible Preferred Stock 2,500 ( 23 ) 22,500 D
Series D Convertible Preferred Stock Options $ 0.1 10/01/2021 A 2,500 10/01/2021 09/30/2031 Series D Convertible Preferred Stock 2,500 ( 23 ) 25,000 D
Series D Convertible Preferred Stock Options $ 0.1 11/01/2021 A 2,500 11/01/2021 10/31/2031 Series D Convertible Preferred Stock 2,500 ( 23 ) 27,500 D
Series D Convertible Preferred Stock Options $ 0.1 12/01/2021 A 2,500 12/01/2021 11/30/2031 Series D Convertible Preferred Stock 2,500 ( 23 ) 30,000 D
Series D Convertible Preferred Stock Options $ 0.1 01/01/2022 A 2,500 01/01/2022 12/31/2031 Series D Convertible Preferred Stock 2,500 ( 23 ) 32,500 D
Series D Convertible Preferred Stock Options $ 0.1 02/01/2022 A 2,500 02/01/2022 01/31/2032 Series D Convertible Preferred Stock 2,500 ( 23 ) 35,000 D
Series D Convertible Preferred Stock Options $ 0.1 03/01/2022 A 2,500 03/01/2022 02/28/2032 Series D Convertible Preferred Stock 2,500 ( 23 ) 37,500 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fogassa Marc
433 NORTH CAMDEN DRIVE, SUITE 810
BEVERLY HILLS,, CA90210
X X Chief Executive Officer
Signatures
/s/ Marc Fogassa 06/17/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Report on Form 4 discloses certain previously unreported non-derivative security transactions effected by or on behalf of the reporting person.
( 2 )The Issuer underwent a 1-for-500 reverse stock split on January 27, 2017. The reported number is on a pre-reverse split basis.
( 3 )Stock grant received by the reporting person for services rendered to the Issuer.
( 4 )Adjusted to account for the Issuer's 1-for-500 reverse stock split that occurred on January 27, 2017.
( 5 )Stock received in connection with reporting person's cash exercise of stock options granted on April 7, 2019 with an exercise price of $0.00001.
( 6 )Stock received in connection with reporting person's cashless exercise of stock options granted on April 7, 2019 with an exercise price of $0.00001. Reflects 28,653 shares of Common Stock withheld to fund the cashless exercise of options to purchase 10,028,653 shares.
( 7 )Stock received in connection with reporting person's cashless exercise of stock options granted on April 7, 2019 with an exercise price of $0.00001. Reflects 2,046,031 shares of Common Stock withheld to fund the cashless exercise of options to purchase 163,682,458 shares.
( 8 )Open market acquisition.
( 9 )Disposition pursuant to a 10b5-1 Sales Plan entered into in September 2021.
( 10 )Stock grant received by the reporting person in satisfaction of contractual obligations entered into in December 2020.
( 11 )By Hedgefort Investimentos Ltda., an entity controlled by the reporting person.
( 12 )By Lancaster Brazil Fund LP, an entity controlled by the reporting person.
( 13 )This Report on Form 4 discloses previously unreported transactions on derivative securities of the Issuer effected by or on behalf of the reporting person.
( 14 )One share of Series A Convertible Preferred Stock was designated and issued for $1.00 to the reporting person in connection with a series of transactions effected on December 18, 2012. On this date, the reporting person was elected as director and Chief Executive Officer of the Issuer. Each share of Series A Convertible Preferred Stock is convertible into one (1) share of Common Stock, exercisable at any time upon ten days prior written notice.
( 15 )No expiration date.
( 16 )The Stock Options were issued in connection with the conversion of the 0% Convertible Promissory Note in the principal amount of $202,240 issued to the reporting person on 9/13/2017. The exercise price of such Stock Options was $0.00001.
( 17 )Stock Options exercised at the exercise price disclosed on Table I to this Report on Form 4 on the corresponding transaction date.
( 18 )Each of the Convertible Notes have been satisfied and cancelled. All or a portion of the outstanding principal and any accrued but unpaid interest of the Convertible Notes was convertible into shares of the Issuer's Common Stock at $0.0003. Aggregate amount shown for the Convertible Note represents the principal amount of the Convertible Note and excludes any accrued interest. Each 6% Convertible Promissory Note paid simple interest of 6% per annum on the outstanding principal balance.
( 19 )Each of the Convertible Notes have been satisfied and cancelled. Each Convertible Note was payable on demand or through conversion of the Convertible Note, at the election of the reporting person, at any time prior to payment in full by the Issuer.
( 20 )The reporting person had the contractual right to request that any conversion of a Convertible Note be made into Options to purchase Common Stock of the Issuer instead of Common Stock.
( 21 )In connection with the satisfaction and cancellation of the Convertible Note, such Convertible Note was converted into Options to purchase (i) 224,711,111 shares of Common Stock of the Issuer on 04/07/2019 and (ii) 112,355,556 shares of Common Stock of the Issuer on 06/30/2019.
( 22 )The reporting person elected to convert the Convertible Note subject to an immediate conversion into the monetary equivalent of Series D Convertible Preferred Stock of the Issuer.
( 23 )The reporting person does not receive cash compensation from the Issuer and contractually earns options which can converted in up to 2,500 shares of Series D Convertible Preferred Stock at an exercise price of $0.10 per share. Such options are issuable monthly and are fully-vested upon issuance.
( 24 )Each share of Series D Convertible Preferred Stock is immediately convertible into 10,000 shares of Common Stock of the Issuer.
( 25 )The shares of Series D Convertible Preferred Stock were issued to the reporting person in connection with the satisfaction and cancellation of the 6% Convertible Notes issued on 09/13/2017 (with principal amount of $243,388 and accrued interest of $32,327.26), 04/07/2019 (with principal amount of $261,631 and accrued interest of $34,750.33), and 06/30/2019 (with principal amount of $61,724 and accrued interest of $8,198.30).

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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