Filing Details

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)

Contango ORE, Inc.

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

210777F100

(CUSIP Number)

John B. Juneau c/o Contango ORE, Inc. 3700 Buffalo Speedway, Suite 925 Houston, Texas 77098 (713) 877-1311

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

August 26, 2016

(Date of Event Which Requires Filing of This Statement)

 

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION OF ABOVE PERSON
	John B. Juneau
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) [    ]
	(b) [    ]
3	SEC USE ONLY
4	SOURCE OF FUNDS
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA
		7	SOLE VOTING POWER
			481,466 shares of Common Stock
NUMBER OF SHARES BENEFICIALLY		8	SHARED VOTING POWER
OWNED BY EACH			0 shares of Common Stock
REPORTING PERSON WITH		9	SOLE DISPOSITIVE POWER
			481,466 shares of Common Stock
		10	SHARED DISPOSITIVE POWER
			0 shares of Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	481,466 shares of Common Stock
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
	IN

 

 

This Amendment No. 3 to Schedule 13D supplements and amends the Statement on Schedule 13D filed on December 13, 2013 and amended on November 21, 2014 as Amendment No. 1 to Schedule 13D and on October 1, 2015 as Amendment No. 2 to Schedule 13D.  Capitalized terms used without definitions in this Amendment No. 3 shall have the respective meanings ascribed to them in the Schedule 13D.

Responses to each item of this Amendment No. 3 to Schedule 13D are incorporated by reference into the response to each other item, as applicable.

On August 26, 2016, Mr. Juneau acquired 80,000 restricted shares of the Issuer’s Common Stock through a grant by the Issuer pursuant to a Restricted Stock Award Agreement dated as of August 26, 2016.  The restricted shares vest over three years, beginning one third vesting on the date of grant and one third vesting each year thereafter.  All restricted shares vest upon a change of control as defined in the Issuer’s 2010 Equity Compensation Plan.

All of the shares of Common Stock reported herein were acquired for investment purposes. Subject to applicable securities laws and regulations, the Reporting Person may dispose or acquire securities of the Issuer, including Common Stock, depending upon the position of the market, the Issuer, and other factors.

Except as set forth herein, as of the date hereof, there are no plans or proposals that the Reporting Person have that relate to or would result in (a) the acquisition of securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s certificate of incorporation, by-laws, or other instruments corresponding thereto or other actions that may impede the acquisition of control of the Issuer by any person; (h) causing any change in the trading market of any class of securities of the Issuer; (i) a class of equity securities of the Issuer becoming eligible for termination of registration under the Securities Exchange Act of 1934; or (j) any action similar to any of the matters enumerated above.

Mr. Juneau is the Chairman, President and Chief Executive Officer of the Issuer.  Mr. Juneau reserves the right to take any action enumerated above in the best interests of the Issuer in his role as an officer and as a member of the board of directors of the Issuer.

 

 

(a)  On August 26, 2016, the Reporting Person acquired 80,000 shares of Common Stock of the Issuer through a grant of restricted shares of Common Stock by the Issuer.

The Reporting Person beneficially owns an aggregate of 481,466 shares of Common Stock of the Issuer, which includes (a) 323,132 shares of Common Stock held by the Reporting Person, including 91,667 shares of restricted stock that are vested or will be vested within the next 60 days and  68,333 shares of unvested restricted stock, (b) options to purchase 75,000 shares of Common Stock that are currently exercisable, and (c) warrants to purchase 83,334 shares of Common Stock that are currently exercisable.  As a result, the Reporting Person may be deemed to be the beneficial owner of approximately 11.2% of the outstanding shares of Common Stock of the Issuer.

The percentage of this Item 5 is based upon 4,300,070 shares of Common Stock that are outstanding as of September 30, 2016 (including 68,333 shares of unvested restricted Common Stock), plus (a) stock options for 75,000 shares of Common Stock and (b) warrants for the purchase of 83,334 shares of Common Stock beneficially owned by the Reporting Person.

(b)  Although Mr. Juneau is not the sole owner of J5D, the Reporting Person has sole power to vote and direct the vote of 481,466 shares reported herein, including (a) 323,132 shares of Common Stock, (b) warrants to purchase 83,334 shares of Common Stock that are currently exercisable and (c) options to purchase 75,000 shares of Common Stock that are currently exercisable.

Although Mr. Juneau is not the sole owner of J5D, the Reporting Person has sole power to dispose or direct the disposition of 481,466 shares of Common Stock reported herein.  The Reporting Person’s power to dispose of 68,333 shares of unvested restricted stock is limited as it may not dispose of the shares until they vest.

(c)  There have been no reportable transactions with respect to the Common Stock of the Issuer within the last 60 days by the Reporting Person, except as described in this Schedule 13D and the Form 4 filed with the Securities and Exchange Commission on September 1, 2016.

(d)  No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock held by the Reporting Person.

(e)  No other person has the right to vote the shares of Common Stock beneficially owned by the Reporting Person except as described in Item 4.

On August 26, 2016, pursuant to a Restricted Stock Award Agreement, dated as of August 26, 2016, the Issuer granted Mr. Juneau, in his capacity as Chairman, President and Chief Executive Officer of the Issuer 80,000 shares of restricted Common Stock which vest in equal installments beginning on the date of grant and two (2) annual installments thereafter to be made upon Mr. Juneau’s completion of each twelve (12)-month period of continued status with the Issuer over the twenty-four (24)-month period measured from August 26, 2016.

A summary of the foregoing agreement as described in this Item 6 does not purport to be complete and is qualified in their entirety by reference to such agreement, which is attached hereto as Exhibit 1 and is incorporated herein by this reference.

 

 

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.

 

Date: October 5, 2016	JOHN B. JUNEAU
	/s/ John B. Juneau

 

 

Exhibit 1

 

CONTANGO ORE, INC.

 

RESTRICTED STOCK AWARD AGREEMENT

 

WHEREAS, this Restricted Stock Award Agreement (this “Agreement”) is made as of August 26, 2016 by and between Contango ORE, Inc., a Delaware corporation (the “Company”), and John B. Juneau (the “Participant”).  Unless otherwise defined herein, capitalized terms used in this Agreement shall have the same meaning ascribed to them in the 2010 Equity Compensation Plan (the “Plan”).

 

WHEREAS, the Participant serves as an executive officer of the Company and the Participant’s continued service in such capacity is considered by the Company to be important for the Company’s continued growth and financial success; and

 

WHEREAS, the Board has determined it appropriate to award the Participant shares of the Company’s common stock under the Plan, in furtherance of the purposes of the Plan by providing the Participant with a meaningful incentive to remain as an executive officer and by securing other benefits for the Company; and

 

WHEREAS, the Company desires to confirm such stock award and to set forth the terms and conditions of such award, and the Participant desires to accept such award and agree to the terms and conditions thereof, as set forth in this Agreement.

 

NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

 

 

 

 

 

 

 

 

 

 

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER AND FORFEITURE PROVISIONS AS SET FORTH IN THAT CERTAIN RESTRICTED STOCK AWARD AGREEMENT BETWEEN THE COMPANY AND THE PARTICIPANT, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THESE SHARES SHALL BE VALID OR EFFECTIVE UNLESS MADE IN COMPLIANCE WITH ALL OF THE TERMS AND CONDITIONS OF SUCH AGREEMENT.

 

 

 

 

In the event that the Participant files, under Section 83(b) of the Code, an election to be taxed upon the issuance of the Restricted Stock and recognize ordinary income on the issuance date of the Restricted Stock, the Participant shall at the time of such filing notify the Company of the making of such election and furnish a copy of the notice to the Company.

 

THE PARTICIPANT ACKNOWLEDGES THAT IT IS PARTICIPANT’S SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON PARTICIPANT’S BEHALF.  PARTICIPANT IS RELYING SOLELY ON PARTICIPANT’S ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE AN 83(b) ELECTION.

 

The Participant shall make arrangements satisfactory to the Company, or, in the absence of such arrangements, the Company or any Parent or Subsidiary may deduct from any payment to be made to Participant any amount necessary, to satisfy requirements of federal, state, local, or foreign tax law to withhold taxes or other amounts with respect to the issuance of the Restricted Stock or the expiration of the forfeiture provisions applicable to the Restricted Stock.

 

The Vested at Issuance Shares shall result in the Participant’s immediate recognition of ordinary income, at the time of such issuance, in an amount equal to the fair market value of the those shares on the issuance date.  The Participant shall make arrangements satisfactory to the Company to satisfy all applicable requirements of federal, state, local, or foreign tax law to withhold taxes or other amounts with respect to the Vested at Issuance Shares.

 

 

 

 

 

 

 

Any notice to the Escrow Agent shall be sent to the Company’s address with a copy to the other party hereto.

 

 

 

 

 

Captions in this Agreement are for convenience of reference only and shall not be considered in the construction hereof.  Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires.  Any requirement of time made hereinabove shall be of the essence of this Agreement.

 

IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year first written above.

 

 

PARTICIPANT
/s/ Brad Juneau		80,000
Signature		Number of Shares
Brad Juneau
Print Name

CONTANGO ORE, INC.
By:	/s/ Leah Gaines
Name:	Leah Gaines
Title:	Vice President and Chief Financial Officer

 

Exhibit A

ASSIGNMENT SEPARATE FROM CERTIFICATE

 

FOR VALUE RECEIVED [___________________] hereby sells, assigns and transfers unto Contango ORE, Inc., a Delaware corporation (the “Company”), _____________ (_______________) shares of Common Stock of the Company standing in my name on the books of said Company represented by Certificate No. [____] herewith and does hereby irrevocably constitute and appoint [________________] Attorney to transfer the said stock on the books of the within named Company with full power of substitution in the premises.

 

 

Exhibit B

JOINT ESCROW INSTRUCTIONS

 

___________________________
[Address]

 

Dear __________________:

As Escrow Agent for both Contango ORE, Inc., a Delaware corporation (the “Company”), and the undersigned owner of stock of the Company (the “Participant”), you are hereby authorized and directed to hold the Restricted Stock identified on Appendix 1 hereto, delivered to you pursuant to the terms of that certain Restricted Stock Award Agreement (the “Agreement”), dated as of ____________, 200__ to which a copy of these Joint Escrow Instructions is attached as Exhibit B, in accordance with the following instructions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

	Very truly yours,
	CONTANGO ORE, INC.
	By:
	Name:
	Title:
	PARTICIPANT
	Signature
	Print Name

 

 

The Escrow Agent, by affixing its signature below, hereby acknowledges receipt of the Restricted Stock described in Appendix 1 hereto and agrees to hold, administer and dispose of the Restricted Stock in accordance with the terms, conditions and instructions of this Agreement and any amendments thereto.

 

ESCROW AGENT

 

Signature
Print Name

 

 

Appendix 1

JOINT ESCROW INSTRUCTIONS

 

Restricted Stock

 

The Restricted Stock deposited in Escrow pursuant to this Escrow Agreement consists of the following:

 

 

_______________(___________) shares of Common Stock of Contango ORE, Inc., represented by Certificate No. [_____], dated _____________, 200__.

 

 

EXHIBIT C

CONSENT OF SPOUSE

 

I, ____________________, being the spouse of ___________________ have read and understand and hereby approve that certain Restricted Stock Award Agreement dated as of ______________, 20__ by and between the Company and my spouse, and any amendments thereto, subjecting my spouse’s shares to certain (i) restrictions upon transfer and (ii) forfeiture provisions upon cessation of service as a member of the Company’s Board of Directors prior to vesting in those shares.  Without limiting the generality of the foregoing, I specifically waive any and all rights concerning the Restricted Stock Award and the shares of the Company that I have or may have (including, but not limited to, equitable distribution rights) under the laws of any jurisdiction, including, but not limited to, the right to claim or accept any portion of the shares of the Company.

 

 

 

	Signature of Spouse
	Print Name

 

EXHIBIT D

FORM OF ELECTION UNDER SECTION 83(B)
OF THE INTERNAL REVENUE TAX CODE

 

The undersigned hereby elects to include value of restricted property in gross income in the year of transfer pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder, with respect to the property described below and supplies the following information in accordance with the regulations promulgated thereunder:

City, State, Zip:  _______________________________

Taxpayer I.D. No.:  _____________________________