UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
SCHEDULE 13D/A-15
Under the Securities Exchange Act of 1934
Golden
Minerals Company
(Name of Issuer)
Common Stock
(Title of Class of Securities)
381119106
(CUSIP Number)
Mike de Leeuw, Director
Sentient Executive GP IV, Limited, General Partner
Of Sentient GP IV, L.P., General Partner of Sentient
Global Resources Fund IV, L.P.,
Governors Square, Building 4, 2nd Floor,
23 Lime Tree Bay Avenue
P.O. Box 32315, Grand Cayman KY1-1209, Cayman Islands
345-946-0921
(Name, Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
(with copy to)
Clifford L. Neuman, Esq.
Clifford L. Neuman, PC
6800 N. 79th Street, Suite 200
Niwot, CO. 80503
(303) 449-2100
September 12, 2024
(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 if filing this schedule because of §§240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP
No. 381119106 |
|
Page
2 of 9 |
| 1. |
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sentient
GP IV, L.P. |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
☒
(b)
☐ |
| 3. |
SEC
USE ONLY
|
| 4. |
SOURCE
OF FUNDS (See Instructions)
OO |
| 5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 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 0
|
| 9. |
SOLE
DISPOSITIVE POWER 0
|
| 10. |
SHARED
DISPOSITIVE POWER 0
|
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
| 12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ |
| 13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
| 14. |
TYPE
OF REPORTING PERSON
CO |
| CUSIP
No. 381119106 |
|
Page
3 of 9 |
| 1. |
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sentient
Global Resources Fund IV, L.P. |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
☒
(b)
☐ |
| 3. |
SEC
USE ONLY
|
4. |
SOURCE
OF FUNDS (See Instructions)
OO |
|
5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 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 682,958
|
|
8. |
SHARED
VOTING POWER 0
|
|
9. |
SOLE
DISPOSITIVE POWER 682,958
|
|
10. |
SHARED
DISPOSITIVE POWER 0
|
|
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
682,958 |
|
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ |
|
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.54% |
|
14. |
TYPE
OF REPORTING PERSON
PN |
| CUSIP
No. 381119106 |
|
Page
4 of 9 |
| 1. |
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sentient
Executive GP IV, Limited |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
☒
(b)
☐ |
| 3. |
SEC
USE ONLY
|
4. |
SOURCE
OF FUNDS (See Instructions)
OO |
5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 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 0
|
9. |
SOLE
DISPOSITIVE POWER 0
|
10. |
SHARED
DISPOSITIVE POWER 0
|
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ |
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
14. |
TYPE
OF REPORTING PERSON
CO |
| CUSIP
No. 381119106 |
|
Page
5 of 9 |
| 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 was initially filed jointly by: (i) Sentient Global Resources Fund III, L.P. (“Fund III”), (ii)
SGRF III Parallel I, L.P. (“Parallel I”), (iii) Sentient Executive GP III, Limited (“Sentient Executive III”),
(iv) Sentient GP III, L.P. (“GP III); (v) Sentient Global Resources Fund IV, L.P. (“Fund IV”); (vi) Sentient GP IV,
L.P. (“GP IV”); and (vii) Sentient Executive GP IV, Limited (“Sentient Executive IV”). In 2021, Sentient Global
Resources Fund III, L.P. and its affiliated entities disposed of all their interests in Golden Minerals. As a result, this Amended Report
is being filed by Fund IV and its affiliated entities (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
IV is a Cayman Islands limited partnership. The sole general partner is Sentient GP IV, L.P. 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 IV is making investments in public and private companies engaged in mining and other natural resources activities. 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: Governors Square, Building 4, 2nd Floor, 23 Lime Tree Bay Avenue, PO
Box 32315, Grand Cayman KY1-1209, 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.
| CUSIP
No. 381119106 |
|
Page
6 of 9 |
| Item
4. | Purpose
of Transaction is amended to read as follows: |
(a)
The disposition of securities of the Issuer.
On
September 9, 2024 Fund IV sold an aggregate of 45,082 shares of common stock at a price of $0.271 per share. On September 10, 2024, Fund
IV sold an aggregate of 86,259 shares of common stock at a price of $0.270 per share. On September 11, 2024, Fund IV sold an aggregate
of 15,563 shares of common stock at a price of $0.270 per share. On September 12, 2024, Fund IV sold an aggregate 124,742 shares of common
stock at a price of $0.270 per share. On September 13, 2024, Fund IV sold an aggregate of 257,690 shares of common stock at a price of
$0.268 per share. The shares were sold in market transactions.
As
a result of the transactions described above, Fund IV owns an aggregate of 682,958 shares of common stock of the Issuer.
Summary
of Ownership
The
following table shows the number of shares of the Issuer’s Common Stock after giving effect to the transactions described in this
Schedule 13D/A-15 and the percentage ownership of Fund IV.
| | |
Number
of Shares owned as of September 16, 2024 | | |
Total
ownership as a % of fully diluted shares as of September 16, 2024 | |
| Fund
IV | |
| 682,958 | | |
| 4.54 | % |
The
percentage of outstanding shares is based upon the Issuer having a total of 15,035,048 shares of Common Stock issued and outstanding
as of August 12, 2024 as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.
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.
The Reporting Persons reserve the right to explore future opportunities.
(c)
A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries.
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 Issuer’s business or corporate structure. None, except as set forth herein.
None.
(g)
Changes to the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition
of control of the Issuer by any person.
None.
| CUSIP
No. 381119106 |
|
Page
7 of 9 |
(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: |
Giving
effect to the transactions covered by this Report, Fund IV sold 529,336 shares of the Issuer’s Common Stock and has remaining an
aggregate of 682,958 shares, representing 4.54% of the total issued and outstanding shares of the Issuer. As a result of this Report,
Fund IV is no longer subject to reporting requirements under Section 13d of the Exchange Act.
| Item
6. | Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
None.
| Item
7. | Material
to be Filed as Exhibits |
None
| CUSIP
No. 381119106 |
|
Page
8 of 9 |
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.
| Sentient
GP IV, L.P. |
|
| |
|
|
| By: |
/s/
Mike de Leeuw |
|
| |
Mike
de Leeuw, Director |
|
| Date: |
September
16, 2024 |
|
| |
|
| Sentient
Executive GP IV, Limited |
|
| |
|
| By
|
/s/
Mike de Leeuw |
|
| |
Mike
de Leeuw, Director |
|
| Date: |
September
16, 2024 |
|
| |
|
|
| Sentient
Global Resources Fund IV, L.P. |
|
| By:
Sentient GP IV, L.P., General Partner |
|
| By:
Sentient Executive GP IV, Limited, |
|
| General
Partner |
|
| |
|
| By: |
/s/
Mike de Leeuw |
|
| |
Mike
de Leeuw, Director |
|
| Date: |
September
16, 2024 |
|
| CUSIP
No. 381119106 |
|
Page
9 of 9 |
SCHEDULE
A
The
(i) name, (ii) title, (iii) citizenship, (iv) principal occupation and (v) business address of each director of Sentient Executive GP
IV, Limited are as follows. Sentient Executive GP IV, Limited does not have any executive officers.
| Name |
|
Title |
|
Citizenship |
|
Principal
Occupation |
|
Business
Address |
| |
|
|
|
|
|
|
|
|
| Mike
de Leeuw |
|
Director |
|
Cayman
Islands Australian |
|
Investment
Manager |
|
Governors
Square
Building
4, 2nd Floor
23
Lime Tree Bay Avenue
P.O.
Box 32315
Grand
Cayman KY1-1209
Cayman
Islands |
| |
|
|
|
|
|
|
|
|
| Greg
Link |
|
Director |
|
Cayman
Islands New Zealand |
|
Director |
|
Governors
Square
Building
4, 2nd Floor
23
Lime Tree Bay Avenue
P.O.
Box 32315
Grand
Cayman KY1-1209
Cayman
Islands |
| |
|
|
|
|
|
|
|
|
| Pieter
Britz |
|
Director
|
|
Australian |
|
Director |
|
1
Harstaf Close
Belrose,
NSW 2085
Australia |
| |
|
|
|
|
|
|
|
|
| Peter
Weidmann |
|
Director |
|
Germany |
|
Investor
Relations Manager |
|
Zentnerstrasse
42
80796
Munich
Germany |
| |
|
|
|
|
|
|
|
|
| Andrew
Pullar |
|
Director
|
|
Australian
United Kingdom |
|
Director |
|
81
Douglas Street
St
Ives, NSW 2075
Australia |
Golden Minerals (AMEX:AUMN)
過去 株価チャート
から 10 2024 まで 11 2024
Golden Minerals (AMEX:AUMN)
過去 株価チャート
から 11 2023 まで 11 2024
