sch13g.htm


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
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SCHEDULE 13G
 
  
 
Under the Securities Exchange Act of 1934
 
  
 
(Amendment No. ___)*
  

 
Applied Minerals Inc.
  
 
(Name of Issuer)
  

 
Common Stock, par value $0.001
  
 
(Title of Class of Securities)
  

 
03823M100
  
 
(CUSIP Number)
  

 
August 1, 2013
  
 
(Date of Event which Requires Filing of this Statement)
  


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[ ]           Rule 13d-1(b)
 
[x]           Rule 13d-1(c)
 
[ ]           Rule 13d-1(d)
 
___________________________________
*  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 the disclosures provided in a prior cover page.
 
The information required in 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).
 
 
 
 
 


1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Berylson Master Fund, LP
Berylson Capital Partners, LLC
James Berylson
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [x]
 
3
SEC Use Only
 
4
Citizenship or Place of Organization.
 
Berylson Master Fund, LP - Cayman Islands
Berylson Capital Partners, LLC - Delaware
James Berylson - United States
 

Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
Berylson Master Fund, LP - 0 shares
Berylson Capital Partners, LLC - 0 shares
James Berylson - 0 shares
 
6    Shared Voting Power
 
Berylson Master Fund, LP - 5,161,524 shares of Common Stock;
Berylson Capital Partners, LLC - 5,161,524 shares of Common Stock;
James Berylson – 6,434,524 shares of Common Stock
 
Refer to Item 4 below.
7    Sole Dispositive Power
 
Berylson Master Fund, LP - 0 shares
Berylson Capital Partners, LLC - 0 shares
James Berylson - 0 shares
 
8    Shared Dispositive Power
 
Berylson Master Fund, LP - 5,161,524 shares of Common Stock
Berylson Capital Partners, LLC - 5,161,524 shares of Common Stock
James Berylson – 6,434,524 shares of Common Stock
 
Refer to Item 4 below.

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
Berylson Master Fund, LP - 5,161,524 shares of Common Stock
Berylson Capital Partners, LLC - 5,161,524 shares of Common Stock
James Berylson – 6,434,524 shares of Common Stock
 
Refer to Item 4 below.
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
 
11
Percent of Class Represented by Amount in Row (9)*
 
Berylson Master Fund, LP - 5.3%
Berylson Capital Partners, LLC - 5.3%
James Berylson – 6.6%
 
Refer to Item 4 below.
 
12
Type of Reporting Person (See Instructions)
 
Berylson Master Fund, LP - PN (Limited Partnership)
Berylson Capital Partners, LLC - OO (Limited Liability Company)
James Berylson – IN



 
 
 
 
SCHEDULE 13G
 
Item 1.
  
 
(a)
Name of Issuer
 
 
Applied Minerals Inc.
 
(b)
Address of Issuer’s Principal Executive Offices
 
 
110 Greene Street – Suite 1101
New York, NY 10012

Item 2.
  

(a)
Name of Person Filing
 
 
Berylson Master Fund, LP
Berylson Capital Partners, LLC
James Berylson
 
(b)
Address of Principal Business Office or, if none, Residence
 
 
Berylson Master Fund, LP
Berylson Capital Partners, LLC
James Berylson
c/o Berylson Capital Partners, LLC
33 Arch Street, Suite 3100
Boston, MA 02110
 
(c)
Citizenship
 
 
Berylson Master Fund, LP - Cayman Islands
Berylson Capital Partners, LLC - Delaware
James Berylson  - United States
 
(d)
Title of Class of Securities
 
 
Common Stock, par value $0.001
 
(e)
CUSIP Number
 
 
03823M100

Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)
[ ]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)
[ ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
[ ]
Insurance Company as defined in Section 3(a)(19) of the Act
(d)
[ ]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e)
[ ]
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)
[ ]
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)
[ ]
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
[ ]
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
[ ]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
[ ]
A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
(k)
[ ]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).

 
 
 
Item 4.
Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)
Amount Beneficially Owned**
 
 
Berylson Master Fund, LP - 5,161,524 shares of Common Stock
Berylson Capital Partners, LLC- 5,161,524 shares of Common Stock
James Berylson – 6,434,524 shares of Common Stock
 
(b)
Percent of Class
 
 
Berylson Master Fund, LP - 5.3%
Berylson Capital Partners, LLC - 5.3%
James Berylson – 6.6%

(c)
Number of shares as to which such person has:
 
 
(i)
sole power to vote or to direct the vote
   
 
Berylson Master Fund, LP - 0 shares
Berylson Capital Partners, LLC - 0 shares
James Berylson - 0 shares
 
 
(ii)
shared power to vote or to direct the vote
   
 
Berylson Master Fund, LP - 5,161,524 shares of Common Stock
Berylson Capital Partners, LLC - 5,161,524 shares of Common Stock
James Berylson – 6,434,524 shares of Common Stock
 
 
(iii)
sole power to dispose or to direct the disposition of
   
 
Berylson Master Fund, LP - 0 shares
Berylson Capital Partners, LLC - 0 shares
James Berylson - 0 shares
 
 
(iv)
shared power to dispose or to direct the disposition of
   
 
Berylson Master Fund, LP - 5,161,524 shares of Common Stock
Berylson Capital Partners, LLC - 5,161,524 shares of Common Stock
James Berylson – 6,434,524 shares of Common Stock
 

** Shares reported herein for Berylson Master Fund, LP (the “Fund”) represent shares held of record by the Fund and shares issuable upon the conversion of certain convertible notes owned and held of record by the Fund.  Shares reported herein for Berylson Capital Partners, LLC (“Berylson Capital”) represent the above-referenced shares reported for the Fund, for which Berylson Capital serves as the investment manager. Shares reported herein for Mr. Berylson represent the above-referenced shares reported for the Fund and Berylson Capital, and additional shares held of record by Mr. Berylson.  Mr. Berylson is the sole owner and managing member of Berylson Capital.  Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.

Item 5.
Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].

Item 6.
Ownership of More than Five Percent on Behalf of Another Person
 
Not applicable.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
 
Not applicable.

Item 8.
Identification and Classification of Members of the Group
 
Not applicable.

Item 9.
Notice of Dissolution of Group
 
Not applicable.

Item 10.
Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibits
Exhibit
 
99.1
Joint Filing Agreement by and among the Reporting Persons.


 
 
 
 
   



 
SIGNATURE
 
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: August 9, 2013
 
 
BERYLSON MASTER FUND, LP
 
By: Berylson Capital Partners GP, LLC,
       its General Partner
 
       
 
By:
/s/ James Berylson  
   
James Berylson
  
    Managing Member  
       
 
BERYLSON CAPITAL PARTNERS, LLC
  
       
 
By:
/s/ James Berylson  
   
James Berylson
  
    Managing Member  
       
  JAMES BERYLSON  
       
 
By:
/s/ James Berylson  
    James Berylson, Individually