Statement of Changes in Beneficial Ownership (4)
15/05/2020 9:40pm
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
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1. Name and Address of Reporting Person
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Golden Post Rail, LLC |
2. Issuer Name and Ticker or Trading Symbol
DYNARESOURCE INC
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DYNR
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
1110 POST OAK PLACE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/13/2020 |
(Street)
WESTLAKE, TX 76262
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Series C Convertible Preferred Stock | $2.41 (1)(2) | 5/13/2020 | | A | | 1771 (3) | | (4) | (4) | Common Stock | 1802489 (1)(2) | (3) | 1734992 | D (5)(6) | |
Common Stock Purchase Warrant | $2.41 | 5/13/2020 | | A | | 2306 (3) | | (7) | 5/13/2027 | Common Stock | 2306 (8) | (3) | 2306 | D (5)(6) | |
Common Stock Purchase Warrant | $2.41 (8)(9) | | | | | | | (7) | 6/30/2020 | Common Stock | 2250806 (8)(9) | | 2250806 (9) | D (5)(6) | |
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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Golden Post Rail, LLC 1110 POST OAK PLACE WESTLAKE, TX 76262 | X | X |
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ROSE MATTHEW K 1110 POST OAK PLACE WESTLAKE, TX 76262 | X | X |
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Signatures
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Golden Post Rail, LLC, By: /s/ Matthew K. Rose, manager | | 5/15/2020 |
**Signature of Reporting Person | Date |
/s/ Matthew K. Rose | | 5/15/2020 |
**Signature of Reporting Person | Date |