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MDW

0.045
0.00 (0.00%)
Last Updated: 00:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type
AMEX:MDW AMEX Common Stock
  Price Change % Change Share Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.045 0 00:00:00

Statement of Changes in Beneficial Ownership (4)

03/04/2015 4:39pm

Edgar (US Regulatory)


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 OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

HALE MARTIN M JR
2. Issuer Name and Ticker or Trading Symbol

Midway Gold Corp [ MDW ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      __ X __ Other (specify below)
See Remarks
(Last)          (First)          (Middle)

17 STATE STREET, SUITE 3230
3. Date of Earliest Transaction (MM/DD/YYYY)

4/1/2015
(Street)

NEW YORK, NY 10004
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 Shares, no par value (the "Common Shares")   4/1/2015     A    3678430   (1) A   (1) 26255744   (2) I   See footnote   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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

Explanation of Responses:
( 1)  The Common Shares reported herein were issued to (i) HCP-MID, LLC, a Delaware limited liability company ("HCP-MID"), (ii) EREF-MID II, LLC, a Delaware limited liability company ("EREF-MID II"), and (iii) INV-MID, LLC, a Delaware limited liability company ("INV-MID"), as a dividend payment on the Series A Preferred Shares of the Issuer held by each of them and were approved in advance by the Issuer's board of directors in the manner prescribed by Rule 16b-3(d). Hale Fund Management, LLC, a Delaware limited liability company ("HFM"), is the manager of INV-MID, but as manager does not have voting or investment power over any securities held by INV-MID or issuable upon conversion or exercise of any securities held by INV-MID.
( 2)  The Common Shares reported herein are held by Hale Capital Partners, LP, a Delaware limited partnership ("HCP"), HCP-MID, EREF-MID, LLC, a Delaware limited liability company ("EREF-MID"), EREF-MID II and INV-MID. Martin M. Hale, Jr. ("MH") is the Chief Executive Officer of HCP, the sole member of HCP-MID. MH is also (i) the sole owner and managing member of Hale Fund Partners, LLC, a Delaware limited liability company ("HFP"), the general partner of HCP and (ii) the sole owner and Chief Executive Officer of HFM. HFM is (i) the manager and an equity holder of INV-MID, (ii) the general partner of Hale Capital Management, LP ("HCM"), the manager of HCP and (iii) the manager of each of EREF-MID and EREF MID II. Each of HCP, HCP-MID, EREF-MID, EREF-MID II, INV-MID, MH, HFP, HFM and HCM disclaims beneficial ownership of the securities reported herein, except to the extent of his or its pecuniary interest therein.

Remarks:
MH serves as a director on the board of directors of the Issuer. Accordingly, HCP, HCP-MID, EREF-MID, EREF-MID II, INV-MID, HFP, HFM and HCM may be deemed to be directors by deputization.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
HALE MARTIN M JR
17 STATE STREET, SUITE 3230
NEW YORK, NY 10004
X X
See Remarks

Signatures
/s/ Martin M. Hale, Jr. 4/3/2015
** 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 control number.

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