5E Advanced Materials Inc.
01/16/2025 | Press release | Distributed by Public on 01/16/2025 20:27
Statement of Changes in Beneficial Ownership (Form 4)
Ownership Submission
(Print or Type Responses)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Convertible Notes | (1) | 01/14/2025 | A | $2,500,000 | (1) | 08/15/2028 | Common Stock | 12,161,865(1) | $2,500,000 | 53,109,194 | I | See Footnote(2)(3) |
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Ascend Global Investment Fund SPC - Strategic Segregated Portfolio 1 KIM SENG PROMENADE #10-01 EAST TOWER GREAT WORLD CITY, U0 237994 |
X | X | ||
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Meridian Investments Corp 1 KIM SENG PROMENADE, #10-01 EAST TOWER GREAT WORLD CITY, U0 237994 |
X | |||
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Ascend Capital Advisors (S) Pte. Ltd. 1 KIM SENG PROMENADE, #10-01 EAST TOWER GREAT WORLD CITY, U0 237994 |
X | |||
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Ascend Financial Holdings Ltd 1 KIM SENG PROMENADE, #10-01 EAST TOWER GREAT WORLD CITY, U0 237994 |
X | |||
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Susanto Halim 1 KIM SENG PROMENADE, #10-01 EAST TOWER GREAT WORLD CITY, U0 237994 |
X |
Signatures
| Ascend Global Investment Fund SPC for and on behalf of Strategic SP /s/ Mulyadi Tjandra By: Mulyadi Tjandra Title: Director | 01/16/2025 |
| **Signature of Reporting Person | Date |
| Meridian Investments Corporation /s/ Mulyadi Tjandra By: Mulyadi Tjandra Title: Director | 01/16/2025 |
| **Signature of Reporting Person | Date |
| Ascend Capital Advisors (S) Pte. Ltd. /s/ Mulyadi Tjandra By: Mulyadi Tjandra Title: Director | 01/16/2025 |
| **Signature of Reporting Person | Date |
| Ascend Financial Holdings Limited By: EFS ASIA V LTD, Director /s/ Reeja Prathiban By: Reeja Prathiban Title: Authorized Signatory | 01/16/2025 |
| **Signature of Reporting Person | Date |
| /s/ Halim Susanto | 01/16/2025 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | All or any portion of the Issuer's 4.50% senior secured convertible notes (the "Convertible Notes") may be converted at the holder's election at any time prior to the close of business on the business day immediately preceding the maturity date. |
| (2) | Meridian Investments Corporation ("Meridian") is the record holder of Convertible Notes that are currently convertible into 26,554,597 shares of Common Stock issuable upon conversion of the outstanding principal of, and paid-in-kind interest accrued on, the Convertible Notes, assuming all interest is paid in-kind until the maturity date. In addition, Ascend Global Investment Fund SPC for and on behalf of Strategic SP ("Ascend Global") is the record holder of Convertible Notes that are currently convertible into 26,554,597 shares of Common Stock issuable upon conversion of the outstanding principal of, and paid-in-kind interest accrued on, the Convertible Notes, assuming all interest is paid in-kind until the maturity date. |
| (3) | Ascend Global is the sole shareholder of Meridian, and as a result may be deemed to share beneficial ownership of the securities held of record by Meridian. Ascend Financial Holdings Limited is the sole shareholder of Ascend Capital Advisors (S) Pte. Ltd., which is the sole partner of Ascend Global. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the securities beneficially owned by Ascend Global. By virtue of his control of Ascend Financial, Mr. Susanto may also be deemed to share beneficial ownership of the securities beneficially owned by Ascend Global under Section 13(d) of the Securities Exchange Act of 1934 (as amended) and the rules promulgated by the U.S. Securities and Exchange Commission thereunder. Mr. Susanto disclaims beneficial ownership of the securities beneficially owned by Ascend Global. |