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13D Filing: Samlyn Capital and Applied Minerals Inc. (AMNL)

Published on November 3, 2017 at 11:52 am by Insider Monkey Staff in Hedge Funds

Applied Minerals Inc. (OTCMKTS:AMNL): Robert Pohly’s Samlyn Capital filed an amended 13D.

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You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Samlyn Capital 0 25,662,931 0 25,662,931 25,662,931 16.9%
Samlyn 0 25,662,931 0 25,662,931 25,662,931 16.9%
Samlyn Partners 0 9,300,700 0 9,300,700 9,300,700 6.6%
Samlyn Onshore Fund 0 9,300,700 0 9,300,700 9,300,700 6.6%
Samlyn Offshore Master Fund, Ltd 0 16,362,231 0 16,362,231 16,362,231 11.2%
Robert Pohly 0 25,662,931 0 25,662,931 25,662,931 16.9%

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Page 1 of 14 – SEC Filing

UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
DC 20549

SCHEDULE
13D

THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Applied Minerals, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
03823M100
(CUSIP Number)

Michael B. Barry

Samlyn Capital, LLC

500 Park Avenue, 2nd Floor

New York, NY 10022

Tel: +1 (212) 588-9098

(Name, Address and Telephone Number of Person
Authorized to Receive

Notices and Communications)
October 27, 2017
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [_].

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Page 2 of 14 – SEC Filing

CUSIP No. 03823M100
1. NAME OF REPORTING PERSONS
Samlyn Capital, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
25,662,931
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
25,662,931
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
25,662,931
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%*
14. TYPE OF REPORTING PERSON
IA, OO

* Based upon 151,490,464 shares outstanding as of the date hereof,
as adjusted for convertible notes beneficially owned by Samlyn Capital, LLC.

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Page 3 of 14 – SEC Filing

CUSIP No. 03823M100
1. NAME OF REPORTING PERSONS
Samlyn, LP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
25,662,931
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
25,662,931
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
25,662,931
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%*
14. TYPE OF REPORTING PERSON
PN

* Based upon 151,490,464 shares outstanding as of the date hereof,
as adjusted for convertible notes beneficially owned by Samlyn, LP.

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Page 4 of 14 – SEC Filing

CUSIP No. 03823M100
1. NAME OF REPORTING PERSONS
Samlyn Partners, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
9,300,700
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
9,300,700
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
9,300,700
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%*
14. TYPE OF REPORTING PERSON
OO

* Based upon 141,611,676 shares outstanding as of the date hereof,
as adjusted for convertible notes beneficially owned by Samlyn Partners, LLC.

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Page 5 of 14 – SEC Filing

CUSIP No. 03823M100
1. NAME OF REPORTING PERSONS
Samlyn Onshore Fund, LP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
9,300,700
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
9,300,700
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
9,300,700
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%*
14. TYPE OF REPORTING PERSON
PN

* Based upon 141,611,676 shares outstanding as of the date hereof,
as adjusted for convertible notes directly owned by Samlyn Onshore Fund, LP.

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Page 6 of 14 – SEC Filing

CUSIP No. 03823M100
1. NAME OF REPORTING PERSONS
Samlyn Offshore Master Fund, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
16,362,231
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
16,362,231
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
16,362,231
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.2%*
14. TYPE OF REPORTING PERSON
CO

* Based upon 146,217,737 shares outstanding as of the date hereof,
as adjusted for convertible notes directly owned by Samlyn Offshore Master Fund, Ltd.

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Page 7 of 14 – SEC Filing

CUSIP No. 03823M100
1. NAME OF REPORTING PERSONS
Robert Pohly
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
25,662,931
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
25,662,931
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
25,662,931
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%*
14. TYPE OF REPORTING PERSON
IN, HC

* Based upon 151,490,464 shares outstanding as of the date hereof,
as adjusted for convertible notes beneficially owned by Robert Pohly.

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Page 8 of 14 – SEC Filing

CUSIP No. 03823M100

This Schedule 13D is Amendment No. 2 with respect to (i) Samlyn
Capital, LLC; (ii) Samlyn Partners, LLC; (iii) Samlyn Onshore Fund, LP; (iv) Samlyn Offshore Master Fund, Ltd.; and (v) Robert
Pohly.

 

This Schedule 13D is an initial filing with respect to Samlyn,
LP.

Item 1. Security and Issuer.
The name of the issuer is Applied Minerals, Inc., a Delaware corporation (the “Issuer”).  The address of the Issuer’s principal executive offices is 55 Washington Street, Suite 301, Brooklyn, New York 11201.  This is Amendment No. 2 to Schedule 13D relates to the Issuer’s Common Stock, $0.001 par value per share (the “Shares”).
Item 2. Identity and Background.
(a), (f) The persons filing this statement are: (i) Samlyn Capital, LLC, a Delaware limited liability company (“Samlyn Capital”); (ii) Samlyn, LP, a Delaware limited partnership (“Samlyn LP”); (iii) Samlyn Partners, LLC, a Delaware limited liability company (“Samlyn Partners”); (iv) Samlyn Onshore Fund, LP, a Delaware limited partnership (“Samlyn Onshore Fund”); (v) Samlyn Offshore Master Fund, Ltd., a Cayman Islands exempted company (“Samlyn Offshore Master Fund”); and (vi) Robert Pohly, a United States citizen (“Mr. Pohly”, and collectively with Samlyn Capital, Samlyn LP, Samlyn Partners, Samlyn Onshore Fund and Samlyn Offshore Master Fund, the “Reporting Persons”).
(b), (c) Samlyn Capital is an investment adviser registered with the Securities and Exchange Commission (the “SEC”) that is principally engaged in the business of providing investment management services to its private investment vehicle advisory clients, including, but not limited to, Samlyn Onshore Fund and Samlyn Offshore Master Fund.  Samlyn LP is the sole owner of Samlyn Capital.  Robert Pohly indirectly controls Samlyn Capital through his ownership interests in Samlyn LP and its general partner, Samlyn GP, LLC, a Delaware limited liability company for which Mr. Pohly serves as the managing member.  Mr. Pohly is also the managing member of Samlyn Partners, which serves as the general partner of Samlyn Onshore Fund.  Samlyn Onshore Fund and Samlyn Offshore Master Fund are each principally engaged in the business of investing in securities.  The principal business address of Samlyn Capital, Samlyn LP, Samlyn Partners, Samlyn Onshore Fund and Mr. Pohly is c/o 500 Park Avenue, 2nd Floor, New York, New York 10022.  The principal business address of Samlyn Offshore Master Fund is c/o Elian Fiduciary Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9007, Cayman Islands.  The board of directors of the Master Fund consists of Robert Pohly, Scott Dakers and Evan Burtton.

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Page 9 of 14 – SEC Filing

(d) None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.

The funds for the purchase of the 25,662,931
Shares beneficially owned by Samlyn Capital, Samlyn LP and Mr. Pohly came from the working capital of Samlyn Onshore Fund and Samlyn
Offshore Master Fund, which are the direct owners of the Shares. No borrowed funds were used to purchase the Shares, other than
any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business.

The funds for the purchase of the 9,300,700
Shares beneficially owned by Samlyn Partners and Samlyn Onshore Fund came from the working capital of Samlyn Onshore Fund, which
is the direct owner of the Shares. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working
capital purposes (including certain leverage arrangements) in the ordinary course of business.

The funds for the purchase of the 16,362,231
Shares beneficially owned by Samlyn Offshore Master Fund came from its working capital. No borrowed funds were used to purchase
the Shares, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary
course of business.

In addition, Item 3 and Item 4 of the Amendment
No. 1 to Schedule 13D filed with the SEC in respect of the Issuer on November 6, 2014 by Samlyn Capital, Samlyn Partners, Samlyn
Onshore Fund, Samlyn Offshore Master Fund, Ltd., and Robert Pohly (“Amendment No. 1”) are incorporated herein by reference.

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Page 10 of 14 – SEC Filing

Item 4. Purpose of Transaction.

The Reporting Persons are filing this
Amendment No. 2 to Schedule 13D to report a change in their beneficial ownership percentages of the Shares, as indicated in Item
5 below.

Except as otherwise set forth herein, the Reporting
Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs
(a) – (j) of Item 4 of Schedule 13D. However, subject to market conditions and in compliance with applicable securities laws,
the Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of
Shares they may be deemed to beneficially own in open-market transactions or privately negotiated transactions. The Reporting Persons
may also communicate with the Issuer’s management, the Issuer’s board of directors and other holders of Shares from
time to time.
Item 5. Interest in Securities of the Issuer.
(a) – (d)

As of the date hereof, Samlyn Capital, Samlyn
LP and Mr. Pohly may each be deemed to be the beneficial owner of 25,662,931 Shares, constituting 16.9% of the Shares, based upon
151,490,464 Shares outstanding as of the date hereof, as adjusted for convertible notes beneficially owned by Samlyn Capital, Samlyn
LP and Mr. Pohly. Each of Samlyn Capital, Samlyn LP and Mr. Pohly has the sole power to vote or direct the vote of 0 Shares and
the shared power to vote or direct the vote of 25,662,931 Shares. Each of Samlyn Capital, Samlyn LP and Mr. Pohly has the sole
power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 25,662,931
Shares.

As of the date hereof, Samlyn Partners and
Samlyn Onshore Fund may each be deemed to be the beneficial owner of 9,300,700 Shares, constituting 6.6% of the Shares, based upon
141,611,676 Shares outstanding as of the date hereof, as adjusted for convertible notes beneficially owned by Samlyn Partners and
Samlyn Onshore Fund. Each of Samlyn Partners and Samlyn Onshore Fund has the sole power to vote or direct the vote of 0 Shares
and the shared power to vote or direct the vote of 9,300,700 Shares. Each of Samlyn Partners and Samlyn Onshore Fund has the sole
power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 9,300,700 Shares.

As of the date hereof, Samlyn Offshore Master
Fund may be deemed to be the beneficial owner of 16,362,231 Shares, constituting 11.2% of the Shares, based upon 146,217,737 Shares
outstanding as of the date hereof, as adjusted for convertible notes beneficially owned by Samlyn Offshore Master Fund. Samlyn
Offshore Master Fund has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote
of 16,362,231 Shares. Samlyn Offshore Master Fund has the sole power to dispose or direct the disposition of 0 Shares and the shared
power to dispose or direct the disposition of 16,362,231 Shares.

There have been no transactions in the Shares
by the Reporting Persons during the past sixty days.
(e) N/A

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Page 11 of 14 – SEC Filing

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The disclosures regarding the Investment Agreement,
the Convertible Notes, the Warrant Cancellation Agreement and the A&R Registration Rights Agreement in Item 4 and Item 6 of
Amendment No. 1 are incorporated herein by reference.

The form the Investment Agreement, form of
the Convertible Notes, form of the Warrant Cancellation Agreement and form of the A&R Registration Rights Agreement that were
incorporated by reference as separate exhibits to Item 7 of Amendment No. 1 are also incorporated herein by reference.

Other than as set forth above, the Reporting
Persons do not have any contract, arrangement, understanding or relationship with any person with respect to securities of the
Issuer.
Item 7. Material to be Filed as Exhibits.
Exhibit A:  Joint Filing Agreement

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Page 12 of 14 – SEC Filing

After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

November 2, 2017
(Date)

SAMLYN CAPITAL, LLC* 
By:

Samlyn, LP, its sole member
By:

Samlyn GP, LLC, its general partner
By: /s/ Robert Pohly
Name:  Robert Pohly

Title:  Managing Member

SAMLYN, LP* 
By:

Samlyn GP, LLC, its general partner
By: /s/ Robert Pohly
Name:  Robert Pohly

Title:  Managing Member

SAMLYN PARTNERS, LLC* 
By: /s/ Robert Pohly
Name:  Robert Pohly

Title:  Managing Member

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Page 13 of 14 – SEC Filing

SAMLYN ONSHORE FUND, LP* 
By: Samlyn Partners, LLC, its general partner 
By: /s/ Robert Pohly
Name:  Robert Pohly
Title:  Managing Member
SAMLYN OFFSHORE MASTER FUND, LTD.* 
By: /s/ Robert Pohly
Name:  Robert Pohly
Title:  Director 
ROBERT POHLY* 
By: /s/ Robert Pohly

* The Reporting Persons disclaim beneficial
ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be
deemed an admission that any such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the
Securities Exchange Act of 1934, as amended, or for any other purpose.

Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).

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Page 14 of 14 – SEC Filing

Exhibit A

JOINT FILING AGREEMENT

The undersigned agree that
this Amendment No. 2 to Schedule 13D, dated November 2, 2017, relating to the Common Stock, $0.001 par value per share of Applied
Minerals, Inc. shall be filed on behalf of the undersigned.

November 2, 2017
(Date)

SAMLYN CAPITAL, LLC 
By:

Samlyn, LP, its sole member
By:

Samlyn GP, LLC, its general partner
By: /s/ Robert Pohly
Name:  Robert Pohly

Title:  Managing Member

SAMLYN, LP 
By:

Samlyn GP, LLC, its general partner
By: /s/ Robert Pohly
Name:  Robert Pohly

Title:  Managing Member

SAMLYN PARTNERS, LLC 
By: /s/ Robert Pohly
Name:  Robert Pohly

Title:  Managing Member

SAMLYN ONSHORE FUND, LP 
By:

Samlyn Partners, LLC, its general partner
By: /s/ Robert Pohly
Name:  Robert Pohly
Title:  Managing Member

SAMLYN OFFSHORE MASTER FUND, LTD. 
By: /s/ Robert Pohly
Name:  Robert Pohly

Title:  Director

ROBERT POHLY 
By: /s/ Robert Pohly

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