Edgar Filing: TAFT DAVID A

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

TAFT DAVID A

2. Issuer Name and Ticker or Trading Symbol
Applied Minerals, Inc. [AMNL]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

ONE INTERNATIONAL PLACE, STE 2401

3. Date of Earliest Transaction (Month/Day/Year)
10/21/2011

(Street)

BOSTON, MA 02110

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/21/2011		C⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽¹²⁾		1,103,354	A	$ 1	22,339,053	I	See Notes 1, 12 and 13. ⁽¹⁾ ⁽¹²⁾ ⁽¹³⁾

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)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

10% PIK-Election Covertible Notes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

$ 1

10/21/2011

C⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁸⁾⁽⁹⁾

2 ⁽¹⁾ ⁽²⁾

⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾

Common Stock

1,037,312 ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁸⁾ ⁽⁹⁾

⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

0 ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁸⁾ ⁽⁹⁾ ⁽¹³⁾

See Notes 1, 2, 9 and 13. ⁽¹⁾ ⁽²⁾ ⁽⁹⁾ ⁽¹³⁾

10% PIK-Election Covertible Notes ⁽¹⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾

$ 1

10/21/2011

C⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁸⁾⁽¹⁰⁾

2 ⁽¹⁾ ⁽⁶⁾

⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾

Common Stock

15,278 ⁽¹⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁸⁾ ⁽¹⁰⁾

⁽¹⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁶⁾

0 ⁽¹⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁸⁾ ⁽¹⁰⁾ ⁽¹³⁾

See Notes 1, 6, 10 and 13. ⁽¹⁾ ⁽⁶⁾ ⁽¹⁰⁾ ⁽¹³⁾

10% PIK-Election Covertible Notes ⁽¹⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁷⁾

$ 1

10/21/2011

C⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾⁽⁸⁾⁽¹¹⁾

2 ⁽¹⁾ ⁽⁷⁾

⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾

Common Stock

50,764 ⁽¹⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽¹¹⁾

⁽¹⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁷⁾

0 ⁽¹⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽¹¹⁾ ⁽¹³⁾

See Notes 1, 7, 11 and 13. ⁽¹⁾ ⁽⁷⁾ ⁽¹¹⁾ ⁽¹³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
TAFT DAVID A ONE INTERNATIONAL PLACE STE 2401 BOSTON, MA 02110	X	X

Signatures

David A. Taft		10/25/2011
^**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)	The reporting person is the president and a member of IBS Capital LLC ("IBS Capital"), which is the general partner of The IBS Turnaround (QP) Fund (A Limited Partnership) ("QP Fund") and The IBS Turnaround Fund (A Limited Partnership) ("LP Fund"). IBS Capital is the investment manager of The IBS Opportunity Fund, Ltd. ("Opportunity Fund").
(2)	On October 21, 2010, pursuant to a series of note issuances, the issuer issued to each of the QP Fund and the LP Fund a 10% PIK-Election Convertible Note (the "October 2010 $1.00 Primary Notes") on substantially the same terms and conditions. As previously reported by the reporting persons on the Form 4 filed with the SEC on October 25, 2010, the 1,000,000 Shares into which amounts payable were convertible under the October 2010 $1.00 Primary Notes included: (i) 650,000 Shares into which the amount payable under the October 2010 $1.00 Primary Note by the issuer to the QP Fund are convertible and (ii) 350,000 Shares into which the amount payable under the October 2010 $1.00 Primary Note by the issuer to the LP Fund are convertible. The principal amount of the October 2010 $1.00 Primary Note issued to the QP Fund was $650,000 and the principal amount of the October 2010 $1.00 Primary Note issued to LP Fund was $350,000.
(3)	The October 2010 $1.00 Primary Notes, December-October 2010 $1.00 Interest Notes (as defined below), and June 2011-October 2010 Interest Notes (as defined below) shall be referred to herein as the "Notes."
(4)	The Notes have a maturity date of December 15, 2018. At the noteholder's option, the outstanding amount payable under a Note may be converted into Common Stock at any time after the issuer has authorized sufficient shares to convert such outstanding amount payable into Common Stock at the conversion price of $1.00 per Share (the "Conversion Price").
(5)	The outstanding amount payable under a Note shall be mandatorily converted into Common Stock at the Conversion Price on the earliest date that is one year after the Note's date of issuance when each of the following conditions have been satisfied: (i) the issuer's authorization of a sufficient number of shares to convert outstanding amounts payable under all of the notes in the series into Common Stock; (ii) the average closing bid or market price of Common Stock for the preceding five days being in excess of the Conversion Price; and (iii) either (a) the issuer has filed a registration statement for the resale the number of Shares into which the outstanding amount under a Note is convertible or (b) the Shares are resalable under Rule 144.
(6)	On December 15, 2010, the issuer issued to each of the QP Fund and the LP Fund a 10% PIK-Election Convertible Note (the "December-October 2010 $1.00 Interest Notes") in respect of interest due on the October 2010 $1.00 Primary Notes on substantially the same terms and conditions. The 15,278 Shares into which outstanding amounts were convertible under the December-October 2010 $1.00 Interest Notes included: (i) 9,931 Shares into which the amount payable under the December-October 2010 $1.00 Interest Note by the issuer to the QP Fund is convertible and (ii) 5,347 Shares into which the amount payable under the December-October 2010 $1.00 Interest Note by the issuer to the LP Fund is convertible. The principal amount of the December-October 2010 $1.00 Interest Note issued to the QP Fund was $9,931 and the principal amount of the December-October 2010 $1.00 Interest Note issued to the LP Fund was $5,347.
(7)	On June 15, 2011, the issuer issued to each of the QP Fund and the LP Fund a 10% PIK-Election Convertible Note (the "June 2011-October 2010 $1.00 Interest Notes") in respect of interest due on the October 2010 $1.00 Primary Notes on substantially the same terms and conditions. The 50,764 Shares into which outstanding amounts were convertible under the June 2011-October 2010 $1.00 Interest Notes included: (i) 32,997 Shares into which the amount payable under the June 2011-October 2010 $1.00 Interest Note by the issuer to the QP Fund is convertible and (ii) 17,767 Shares into which the amount payable under the June 2011-October 2010 $1.00 Interest Note by the issuer to the LP Fund is convertible. The principal amount of the June 2011-October 2010 $1.00 Interest Note issued to the QP Fund was $32,997 and the principal amount of the June 2011-October 2010 $1.00 Interest Note issued to the LP Fund was $17,767.
(8)	On October 21, 2010, the issuer issued an aggregate 1,103,354 Shares to the QP Fund and the LP Fund upon the mandatory conversions at the Conversion Price of the entire outstanding amounts payable under the Notes as follows: (i) 717,180 Shares were issued to the QP Fund upon the conversion of the outstanding amounts payable under the Notes that were issued to the QP Fund; and (ii) 386,174 Shares were issued to the LP Fund upon the conversion of the outstanding amounts payable under the Notes that were issued to the LP Fund. The number of Shares issued upon the conversion of the outstanding amount payable under each Note are further described in footnotes 9 through 12, below.
(9)	As of October 21, 2011, the outstanding amount payable under the October 2010 $1.00 Primary Note that was issued to the QP Fund was $674,252 and the outstanding amount payable under the October 2010 $1.00 Primary Note that was issued to LP Fund was $363,060. On October 21, 2011, the issuer issued an aggregate 1,037,312 Shares upon the conversion at the Conversion Price of the entire outstanding amounts payable under the October 2010 $1.00 Primary Notes as follows: (i) 674,252 Shares to the QP Fund upon the conversion of the outstanding amount of $674,252 due under the October 2010 $1.00 Primary Note that was issued to the QP Fund; and (ii) 363,060 Shares to the LP Fund upon the conversion of the outstanding amount of $363,060 due under the October 2010 $1.00 Primary Note that was issued to the LP Fund.
(10)	On October 21, 2011, the issuer issued an aggregate 15,278 Shares upon the conversion at the Conversion Price of the entire outstanding amounts payable under the December-October 2010 $1.00 Interest Notes as follows: (i) 9,931 Shares to the QP Fund upon the conversion of the outstanding amount of $9,931 due under the December-October 2010 $1.00 Interest Note that was issued to the QP Fund; and (ii) 5,347 Shares to the LP Fund upon the conversion of the outstanding amount of $5,347 due under December-October 2010 $1.00 Interest Note that was issued to the LP Fund.
(11)	On October 21, 2011, the issuer issued an aggregate 50,764 Shares upon conversion at the Conversion Price of the entire outstanding amounts payable under the June 2011-October 2010 $1.00 Interest Notes as follows: (i) 32,997 Shares to the QP Fund upon the conversion of the outstanding amount of $32,997 due under the June 2011-October 2010 $1.00 Interest Note that was issued to the QP Fund; and (ii) 17,767 Shares to the LP Fund upon the conversion of the outstanding amount of $17,767 due under the June 2011-October 2010 $1.00 Interest Note that was issued to the LP Fund.
(12)	After the completion of the October 21, 2011 conversions of the outstanding amounts payable under the Notes, the reporting person indirectly beneficially owned 22,339,053 Shares, which consisted of 22,339,053 Shares indirectly owned by IBS Capital, which consisted of: (i) 12,484,747 Shares directly beneficially owned by the QP Fund; (ii) 5,692,712 Shares directly beneficially owned by the LP Fund; and (iii) 4,161,594 Shares directly beneficially owned by the Opportunity Fund.
(13)	The reported securities are directly beneficially owned by QP Fund, the LP Fund and/or the Opportunity Fund. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

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