Home > Insider Trading > Filing (0001493152-22-017131)

Filing Details

Accession Number:: 0001493152-22-017131
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-06-17 16:00:36
Reporting Period:: 2012-12-18

Accepted Time:: 2022-06-17 16:00:36
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1540684	Brazil Minerals Inc.	BMIX	Mining & Quarrying Of Nonmetallic Minerals (No Fuels) (1400)	392078861

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1607172	Marc Fogassa	433 North Camden Drive, Suite 810 Beverly Hills, CA 90210	Chief Executive Officer	Yes	Yes	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $.001 Per Share	Acquisiton	2013-02-04	1,138,802	$0.00	1,138,802	No	4	A	Direct
Common Stock, Par Value $.001 Per Share	Acquisiton	2014-02-27	264,994	$0.08	1,403,796	No	4	A	Direct
Common Stock, Par Value $.001 Per Share	Acquisiton	2017-02-15	2,680,137	$0.04	2,682,945	No	4	A	Direct
Common Stock, Par Value $.001 Per Share	Acquisiton	2019-08-28	41,000,000	$0.00	43,882,945	No	4	M	Direct
Common Stock, Par Value $.001 Per Share	Acquisiton	2019-09-21	10,000,000	$0.00	53,882,945	No	4	M	Direct
Common Stock, Par Value $.001 Per Share	Acquisiton	2020-12-03	161,636,427	$0.00	215,519,372	No	4	M	Direct
Common Stock, Par Value $.001 Per Share	Acquisiton	2021-11-04	1,000	$0.01	190,676,278	No	4	P	Direct
Common Stock, Par Value $.001 Per Share	Disposition	2022-03-17	398,672	$0.01	185,142,398	No	4	D	Direct
Common Stock, Par Value $.001 Per Share	Acquisiton	2022-04-18	23,388,290	$0.01	208,530,688	No	4	A	Direct
Common Stock, Par Value $.001 Per Share	Disposition	2022-06-15	3,000,000	$0.01	199,530,688	No	4	D	Direct
Common Stock, Par Value $.001 Per Share	Disposition	2022-06-16	1,500,000	$0.01	198,030,688	No	4	D	Direct
Common Stock, Par Value $.001 Per Share	Acquisiton	2016-04-27	28,138,894	$0.00	28,138,894	No	4	A	Indirect	See Footnote
Common Stock, Par Value $.001 Per Share	Acquisiton	2017-10-26	25,000,000	$0.01	25,000,000	No	4	A	Indirect	See Footnote
Common Stock, Par Value $.001 Per Share	Acquisiton	2020-03-11	53,947,368	$0.00	78,947,368	No	4	A	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	A	Direct
No	4	A	Direct
No	4	A	Direct
No	4	M	Direct
No	4	M	Direct
No	4	M	Direct
No	4	P	Direct
No	4	D	Direct
No	4	A	Direct
No	4	D	Direct
No	4	D	Direct
No	4	A	Indirect	See Footnote
No	4	A	Indirect	See Footnote
No	4	A	Indirect	See Footnote

Reported Derivative Transactions

Show Other Fields >>

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Convertible Preferred Stock	Acquisiton	2012-12-18	1	$1.00	1	$0.00
Common Stock	Common Stock Options	Acquisiton	2019-04-07	224,711,111	$0.00	224,711,111	$0.00
Common Stock	Common Stock Options	Acquisiton	2019-06-30	112,355,556	$0.00	112,355,556	$0.00
Common Stock	Common Stock Options	Disposition	2019-08-28	41,000,000	$410.00	41,000,000	$0.00
Common Stock	Common Stock Options	Disposition	2019-09-21	10,028,653	$0.00	10,028,653	$0.00
Common Stock	Common Stock Options	Disposition	2020-12-03	163,682,458	$0.00	122,355,556	$0.00
Common Stock	0% Convertible Promissory Note	Acquisiton	2017-09-13	0	$202,240.00	0	$0.00
Common Stock	6% Convertible Promissory Note	Acquisiton	2017-09-13	0	$243,388.00	0	$0.00
Common Stock	6% Convertible Promissory Note	Acquisiton	2019-04-07	0	$261,631.00	0	$0.00
Common Stock Options	0% Convertible Promissory Note	Disposition	2019-04-07	0	$202,240.00	0	$202,240.00
Common Stock	6% Convertible Promissory Note	Acquisiton	2019-06-30	0	$61,724.00	0	$0.00
Series D Convertible Preferred Stock	6% Convertible Promissory Note	Disposition	2021-09-15	0	$243,388.00	0	$243,388.00
Series D Convertible Preferred Stock	6% Convertible Promissory Note	Disposition	2021-09-15	0	$261,631.00	0	$261,631.00
Series D Convertible Preferred Stock	6% Convertible Promissory Note	Disposition	2021-09-15	0	$61,724.00	0	$61,724.00
Common Stock	Series D Convertible Preferred Stock	Acquisiton	2021-09-15	214,006	$0.00	214,006	$0.00
Series D Convertible Preferred Stock	Series D Convertible Preferred Stock Options	Acquisiton	2021-09-30	2,500	$0.00	2,500	$0.10
Series D Convertible Preferred Stock	Series D Convertible Preferred Stock Options	Acquisiton	2021-09-30	2,500	$0.00	2,500	$0.10
Series D Convertible Preferred Stock	Series D Convertible Preferred Stock Options	Acquisiton	2021-09-30	2,500	$0.00	2,500	$0.10
Series D Convertible Preferred Stock	Series D Convertible Preferred Stock Options	Acquisiton	2021-09-30	2,500	$0.00	2,500	$0.10
Series D Convertible Preferred Stock	Series D Convertible Preferred Stock Options	Acquisiton	2021-09-30	2,500	$0.00	2,500	$0.10
Series D Convertible Preferred Stock	Series D Convertible Preferred Stock Options	Acquisiton	2021-09-30	2,500	$0.00	2,500	$0.10
Series D Convertible Preferred Stock	Series D Convertible Preferred Stock Options	Acquisiton	2021-09-30	2,500	$0.00	2,500	$0.10
Series D Convertible Preferred Stock	Series D Convertible Preferred Stock Options	Acquisiton	2021-09-30	2,500	$0.00	2,500	$0.10
Series D Convertible Preferred Stock	Series D Convertible Preferred Stock Options	Acquisiton	2021-09-30	2,500	$0.00	2,500	$0.10
Series D Convertible Preferred Stock	Series D Convertible Preferred Stock Options	Acquisiton	2021-10-01	2,500	$0.00	2,500	$0.10
Series D Convertible Preferred Stock	Series D Convertible Preferred Stock Options	Acquisiton	2021-11-01	2,500	$0.00	2,500	$0.10
Series D Convertible Preferred Stock	Series D Convertible Preferred Stock Options	Acquisiton	2021-12-01	2,500	$0.00	2,500	$0.10
Series D Convertible Preferred Stock	Series D Convertible Preferred Stock Options	Acquisiton	2022-01-01	2,500	$0.00	2,500	$0.10
Series D Convertible Preferred Stock	Series D Convertible Preferred Stock Options	Acquisiton	2022-02-01	2,500	$0.00	2,500	$0.10
Series D Convertible Preferred Stock	Series D Convertible Preferred Stock Options	Acquisiton	2022-03-01	2,500	$0.00	2,500	$0.10

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
1			No	4	A	Direct
224,711,111	2019-04-07	2024-02-19	No	4	A	Direct
337,066,667	2019-06-30	2024-02-19	No	4	A	Direct
296,066,667	2019-04-07	2024-02-19	No	4	M	Direct
286,038,014	2019-04-07	2024-02-19	No	4	M	Direct
113,355,556	2019-04-07	2024-02-19	No	4	M	Direct
0	2017-09-13		No	4	A	Direct
0	2017-09-13		No	4	A	Direct
0	2019-04-07		No	4	A	Direct
0	2019-04-07		No	4	M	Direct
0	2019-06-30		No	4	A	Direct
0	2021-09-15		No	4	M	Direct
0	2021-09-15		No	4	M	Direct
0	2021-09-15		No	4	M	Direct
214,006			No	4	M	Direct
2,500	2021-09-30	2030-12-31	No	4	A	Direct
5,000	2021-09-30	2031-01-31	No	4	A	Direct
7,500	2021-09-30	2031-02-28	No	4	A	Direct
10,000	2021-09-30	2031-03-31	No	4	A	Direct
12,500	2021-09-30	2031-04-30	No	4	A	Direct
15,000	2021-09-30	2031-05-31	No	4	A	Direct
17,500	2021-09-30	2031-06-30	No	4	A	Direct
20,000	2021-09-30	2031-07-31	No	4	A	Direct
22,500	2021-09-30	2031-08-31	No	4	A	Direct
25,000	2021-10-01	2031-09-30	No	4	A	Direct
27,500	2021-11-01	2031-10-31	No	4	A	Direct
30,000	2021-12-01	2031-11-30	No	4	A	Direct
32,500	2022-01-01	2031-12-31	No	4	A	Direct
35,000	2022-02-01	2032-01-31	No	4	A	Direct
37,500	2022-03-01	2032-02-28	No	4	A	Direct

Footnotes

This Report on Form 4 discloses certain previously unreported non-derivative security transactions effected by or on behalf of the reporting person.
The Issuer underwent a 1-for-500 reverse stock split on January 27, 2017. The reported number is on a pre-reverse split basis.
Stock grant received by the reporting person for services rendered to the Issuer.
Adjusted to account for the Issuer's 1-for-500 reverse stock split that occurred on January 27, 2017.
Stock received in connection with reporting person's cash exercise of stock options granted on April 7, 2019 with an exercise price of $0.00001.
Stock received in connection with reporting person's cashless exercise of stock options granted on April 7, 2019 with an exercise price of $0.00001. Reflects 28,653 shares of Common Stock withheld to fund the cashless exercise of options to purchase 10,028,653 shares.
Stock received in connection with reporting person's cashless exercise of stock options granted on April 7, 2019 with an exercise price of $0.00001. Reflects 2,046,031 shares of Common Stock withheld to fund the cashless exercise of options to purchase 163,682,458 shares.
Open market acquisition.
Disposition pursuant to a 10b5-1 Sales Plan entered into in September 2021.
Stock grant received by the reporting person in satisfaction of contractual obligations entered into in December 2020.
By Hedgefort Investimentos Ltda., an entity controlled by the reporting person.
By Lancaster Brazil Fund LP, an entity controlled by the reporting person.
This Report on Form 4 discloses previously unreported transactions on derivative securities of the Issuer effected by or on behalf of the reporting person.
One share of Series A Convertible Preferred Stock was designated and issued for $1.00 to the reporting person in connection with a series of transactions effected on December 18, 2012. On this date, the reporting person was elected as director and Chief Executive Officer of the Issuer. Each share of Series A Convertible Preferred Stock is convertible into one (1) share of Common Stock, exercisable at any time upon ten days prior written notice.
No expiration date.
The Stock Options were issued in connection with the conversion of the 0% Convertible Promissory Note in the principal amount of $202,240 issued to the reporting person on 9/13/2017. The exercise price of such Stock Options was $0.00001.
Stock Options exercised at the exercise price disclosed on Table I to this Report on Form 4 on the corresponding transaction date.
Each of the Convertible Notes have been satisfied and cancelled. All or a portion of the outstanding principal and any accrued but unpaid interest of the Convertible Notes was convertible into shares of the Issuer's Common Stock at $0.0003. Aggregate amount shown for the Convertible Note represents the principal amount of the Convertible Note and excludes any accrued interest. Each 6% Convertible Promissory Note paid simple interest of 6% per annum on the outstanding principal balance.
Each of the Convertible Notes have been satisfied and cancelled. Each Convertible Note was payable on demand or through conversion of the Convertible Note, at the election of the reporting person, at any time prior to payment in full by the Issuer.
The reporting person had the contractual right to request that any conversion of a Convertible Note be made into Options to purchase Common Stock of the Issuer instead of Common Stock.
In connection with the satisfaction and cancellation of the Convertible Note, such Convertible Note was converted into Options to purchase (i) 224,711,111 shares of Common Stock of the Issuer on 04/07/2019 and (ii) 112,355,556 shares of Common Stock of the Issuer on 06/30/2019.
The reporting person elected to convert the Convertible Note subject to an immediate conversion into the monetary equivalent of Series D Convertible Preferred Stock of the Issuer.
The reporting person does not receive cash compensation from the Issuer and contractually earns options which can converted in up to 2,500 shares of Series D Convertible Preferred Stock at an exercise price of $0.10 per share. Such options are issuable monthly and are fully-vested upon issuance.
Each share of Series D Convertible Preferred Stock is immediately convertible into 10,000 shares of Common Stock of the Issuer.
The shares of Series D Convertible Preferred Stock were issued to the reporting person in connection with the satisfaction and cancellation of the 6% Convertible Notes issued on 09/13/2017 (with principal amount of $243,388 and accrued interest of $32,327.26), 04/07/2019 (with principal amount of $261,631 and accrued interest of $34,750.33), and 06/30/2019 (with principal amount of $61,724 and accrued interest of $8,198.30).