13D Filing: Sentient Global Resources Fund IV Files Update on Golden Minerals Co (AUMN)

CUSIP No. 381119106

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Item 1.  

Security and Issuer

This filing relates to the Common Stock (the Common Stock) of Golden Minerals Company (Golden Minerals or the Issuer), a Delaware corporation. The address of Golden Minerals principal office is 350 Indiana Street, Suite 800, Golden, Colorado 80401.

Item 2.  

Identity and Background is amended to read as follows:

(a) (c) This Schedule is being filed jointly by: (i) Sentient Global Resources Fund III, L.P. (Fund III),  (ii) SGRF III, Parallel I, LP (Parallel I), (iii) Sentient Executive GP III, Limited (Sentient Executive III), (iv) Sentient GP III, Limited (GP III); (v) Sentient Global Resources Fund IV, L.P. (Fund IV); (vi) Sentient GP IV, Limited (GP IV); and (vii) Sentient Executive GP IV, Limited (Sentient Executive IV) (the foregoing are collectively referred to herein as the Reporting Persons or Sentient).   Sentient Executive IV is the general partner of the general partner of Fund IV and makes the investment decisions for those entities.

Fund III and Parallel I are both Cayman Islands limited partnerships. The sole general partner of each is Sentient GP III, LP which is a Cayman Islands limited partnership (GP III). The sole general partner of GP III is Sentient Executive III which is a Cayman Islands exempted company. Fund IV is a Cayman Islands limited partnership. The sole general partner is Sentient GP IV, LP which is a Cayman Islands limited partnership (GP IV). The sole general partner of GP IV is Sentient Executive IV which is a Cayman Islands exempted company. The principal business of Fund III, Parallel I, and Fund IV is making investments in public and private companies engaged in mining and other natural resources activities.  The principal business of GP III is performing the functions of and serving as the sole general partner of Fund III, Parallel I and other similar funds and the principal business of Sentient Executive III is performing the functions of and serving as the sole general partner of GP III. Investment decisions related to investments of Fund III and Parallel I are made by Sentient Executive with the approval of Fund III and Parallel I, as appropriate. The principal business of GP IV is performing the functions of and serving as the sole general partner of Fund IV, and other similar funds and the principal business of Sentient Executive IV is performing the functions of and serving as the sole general partner of GP IV. Investment decisions related to investments of Fund IV are made by Sentient Executive IV with the approval of Fund IV.

The principal offices of each of the Reporting Persons is: Landmark Square, 1st Floor, 64 Earth Close, West Bay Beach South, P.O. Box 10795, George Town, Grand Cayman KY1-1007, Cayman Islands.

(d)

During the past 5 years, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the Schedule A Persons has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).

(e)

During the past 5 years, none of the Reporting Persons, and to the best knowledge of the Reporting persons, none of the Schedule A Persons a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in 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, or a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in 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.

(f)

The citizenship of the Schedule A Persons who are natural persons is set forth on Schedule A and incorporated herein by this reference.

Item 3.

Source and Amount of Funds or Other Consideration

The funds used by Fund IV to make the investments in Golden Minerals described below are funds held by it for investment.

Item 4.

Purpose of Transaction is amended to read as follows:

(a) The acquisition of additional securities of the Issuer, or the disposition of securities of the Issuer.  

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Convertible Note

On October 27, 2015, the Issuer, entered into a Loan Agreement (the Loan Agreement ) with Fund IV (Fund IV ). At that time the Reporting Persons own, in the aggregate, approximately 27% of the Issuers outstanding Common Stock (excluding restricted Common Stock held by the Issuers employees and excluding shares reserved for issuance pursuant to the exercise of warrants and conversion of the Note described herein).

Pursuant to the terms of the Loan Agreement, on October 27, 2015, the Issuer borrowed from Fund IV $5.0 million, the entire amount available under the Loan Agreement, and the Issuer delivered a Senior Secured Convertible Note (the Note ) in favor of Fund IV, with principal and accrued interest thereunder due on October 27, 2016.  Pursuant to the Loan Agreement and as required by NYSE MKT rules, the conversion features of the Note would only be effective if approved by the Issuers shareholders which approval occurred on January 19, 2016.  As a result at the option of Fund IV, all or any of the  the outstanding principal balance together with accrued and unpaid interest evidenced by the Note became convertible into shares of the Issuers Common Stock at a conversion price equal to the lowest of (i) $0.29 (90 percent of the 15-day volume weighted average price (VWAP) for the period immediately preceding the loan funding date), (ii) 90 percent of the 15-day VWAP for the period immediately preceding any election to convert, or (iii) an anti-dilution adjusted price based on the lowest price for which the Issuer has sold its stock following the borrowing date (subject to certain exceptions set forth in the Note).

On February 11, 2016, Sentient converted a portion of the Note ($3,874,416 in principal and $132,772 in accrued interest) (the Partial Note Conversion) leaving an unpaid principal balance of $1,125,584.  The partial conversion of principal and interest was at a conversion price of $0.1715773, which was 90% of the 15 day VWAP for the period immediately preceding the conversion date.  The Partial Note Conversion resulted in the acquisition by Fund IV of an additional 23,355,000 shares of Common Stock and an additional 102,182 September 2012 Warrants, defined below, pursuant to the anti-dilution adjustment feature of the September 2012 Warrants triggered by the Partial Note Conversion..

Warrant Adjustments

In September 2012, the Issuer closed on a public offering and concurrent private placement with Sentient in which it sold units consisting of one share of Common Stock and a five-year warrant to acquire one half of a share of Common Stock at an exercise price of $8.42 per share (the September 2012 Warrants).  The exercise price was subsequently adjusted downward to $7.17 per share based on the weighted average anti-dilution provision in the September 2012 Warrants as a result of the September 2014 public offering and concurrent Fund IV private placement described below. As a result of the Partial Note Conversion, the number of shares of Common Stock issuable upon exercise of the September 2012 Warrants beneficially owned by Fund IV was increased from 1,027,690 shares to 1,129,872 shares, an increase of 102,182, and the exercise price was decreased to approximately $5.09 per share due to the anti-dilution provisions of the September 2012 Warrants (the 2012 Warrant Adjustment).

In September 2014, the Issuer closed on a public offering and concurrent private placement with Fund IV in which the Issuer sold units, consisting of one share of Common Stock and a five-year warrant to acquire one half of a share of Common Stock at an exercise price of $1.21 per share (the September 2014 Warrants and together with the September 2012 Warrants, the Warrants). Fund IV purchased September 2014 Warrants exercisable to purchase an aggregate of 2.9 million shares in that private placement. As a result of the Partial Note Conversion, pursuant to the anti-dilution provisionsin theSeptember 2014 Warrants, the number of shares of Common Stock issuable upon exercise of the September 2014 Warrants held by Fund IV did not change, but the September 2014 Warrants exercise price was decreased to approximately $0.91 per share (the 2014 Warrant Adjustment, and together with the 2012 Warrant Adjustment, the Warrant Adjustment).

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Summary of Ownership

The following table shows the number of shares of the Issuers Common Stock owned prior to and after the Partial Note Conversion as well as the purchase price paid by Fund IV and the percentage ownership of Fund III, Parallel I, and Fund IV.

Fund III

3,582,746

0

0

0

$               0

4.67%***

Parallel I

357,044

0

0

0

$               0

  .47%***

Fund IV

10,283,944

23,355,000*

4,029,872**

3,881,324*

$ 4,007,188

    49.11%***

Total

14,223,734

23,355,000

4,029,872

3,881,324

$ 4,007,188

*

This represents the conversion of $3,874,416 in principal and $132,772 of interest leaving an unpaid principal balance of the Note of $1,125,584. The conversion price of the remainder of the Note will be the lower of (i) $.29 per share (90% of the 15 day VWAP based on date of issuance), (ii) 90% of the 15 day VWAP prior to conversion date or (iii) the Anti-dilution Price which is the lowest price per share for which the Company has issued or sold, following the Original Issue Date, any shares of Common Stock or Common Stock Equivalent (except (a) pursuant to warrants, options and securities convertible into Common Stock issued by the Company and outstanding on the Original Issue Date . . .). in the event the price determined under subparagraphs (ii) or (iii) is less than $0.29 per share.

**

Includes (i) September 2012 Warrants exercisable to purchase an aggregate of 1,129,872 shares at an exercise price of $5.09 per share and (ii) September 2014 Warrants exercisable to purchase an aggregate of 2.9 million shares at an exercise price of $0.91 per share, after giving effect to all anti-dilution adjustments.

***

The percentages shown for Fund III and Parallel I do not include shares issuable upon exercise of the 2012 Warrants, the 2014 Warrants or any shares issuable upon conversion of any remaining amounts due under the Note, while the percentage shown for Fund IV includes these shares in the calculation.

The percentage of outstanding shares is based upon the Issuer having a total of 76,690,333 shares of Common Stock issued and outstanding after giving effect to the Partial Note Conversion.

The Reporting Persons reserve the right to acquire beneficial ownership or control over additional securities of the Issuer.

 (b) Any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries.

None.

(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries.  

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None.

(d) Any change in the present board or directors or management of the Issuer, including plans or proposals to change the number of term of directors or to fill any existing vacancies on the board.

None.

(e) Any material change in the present capitalization or dividend policy of the Issuer.  

None.

(f) Any other material change in the Issuers business or corporate structure. None, except as set forth herein.

None.

(g) Changes to the Issuers charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person.

None.

(h) Causing a class of securities of the Issuer to be delisted form a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association.

None.

(i) Causing a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act.

None.

(j) Any action similar to any of those enumerated above.

None.

Item 5.

Interest in Securities of the Issuer is amended to read as follows:

Fund III owns 3,582,746 shares of the Issuers Common Stock.

Parallel I owns 357,044 shares of the Issuers Common Stock.

Fund IV owns (i) 33,638,944 shares of the Issuers Common Stock, (ii) warrants exercisable to purchase an additional 4,029,872 shares of the Issuers Common Stock at prices ranging from $0.91 to $5.09 per share, and (iii) 3,881,324 shares of Common Stock issuable upon conversion of the remaining principal amount of the Note, based upon an assumed conversion price of $0.29 per share.  The number of shares issuable upon conversion of the remaining principal balance of the Note is subject to adjustment to include accrued and unpaid interest up to the date of conversion.  In addition, the conversion price of the Note is subject to further downward adjustment to the lower of (i) 90% of the 15 day VWAP on the date of conversion or (ii) an anti-dilution adjusted price based on the lowest price for which the Issuer has sold its stock following the borrowing date, in the event the price determined under subparagraphs (i) or (ii) is less than $0.29 per share.

Item 6.

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

None, except as previously reported.

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Item 7.

Material to be Filed as Exhibits

(A)

Filing Agreement dated February 22, 2016 by and among Sentient Global Resources Fund III, LP;  SGRF III Parallel I, L.P.; Sentient Executive GP III, Limited; Sentient GP III, LP; Sentient Global Resources Fund IV, LP, Sentient GP IV, LP, its General Partner and Sentient Executive GP IV, Limited, General Partner filed herewith.

(B)

Loan Agreement, as filed as Exhibit 10.1 to the Issuers Quarterly Report on Form 10-Q for quarter ended September 30, 2015 and filed on November 16, 2015 and incorporated by reference herein.

(C)

Note, as filed as Exhibit 10.2 to the Issuers Quarterly Report on Form 10-Q for quarter ended September 30, 2015 and filed on November 16, 2015 and incorporated by reference herein.

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Signatures

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.

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SCHEDULE A

The (i) name, (ii) title, (iii) citizenship, (iv) principal occupation and (v) business address of each director of Sentient Executive GP III, Limited and Sentient Executive GP IV, Limited are as follows. Neither Sentient Executive GP III, Limited nor Sentient Executive GP IV, Limited has any executive officers.