FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 09/21/2012 |
3. Issuer Name and Ticker or Trading Symbol
NiMin Energy Corp. [ NEYYF ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 9,557,757 | D(1) | |
Common Stock | 9,557,757 | I | See Footnote(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Cash-Settled Equity Swap(3)(4) | 06/14/2012 | 07/15/2013 | Common Stock | 24,500 | $0.9513(5) | D(1) | |
Cash-Settled Equity Swap(3)(4) | 06/14/2012 | 07/15/2013 | Common Stock | 24,500 | $0.9513(5) | I | See Footnote(2) |
Cash-Settled Equity Swap(3)(4) | 06/18/2012 | 07/15/2013 | Common Stock | 30,000 | $0.9524(5) | D(1) | |
Cash-Settled Equity Swap(3)(4) | 06/18/2012 | 07/15/2013 | Common Stock | 30,000 | $0.9524(5) | I | See Footnote(2) |
Cash-Settled Equity Swap(3)(4) | 06/19/2012 | 07/15/2013 | Common Stock | 46,000 | $0.9676(5) | D(1) | |
Cash-Settled Equity Swap(3)(4) | 06/19/2012 | 07/15/2013 | Common Stock | 46,000 | $0.9676(5) | I | See Footnote(2) |
Cash-Settled Equity Swap(3)(4) | 06/21/2012 | 07/15/2013 | Common Stock | 568,500 | $0.9576(5) | D(1) | |
Cash-Settled Equity Swap(3)(4) | 06/21/2012 | 07/15/2013 | Common Stock | 568,500 | $0.9576(5) | I | See Footnote(2) |
Cash-Settled Equity Swap(3)(4) | 06/25/2012 | 07/15/2013 | Common Stock | 15,000 | $0.9571(5) | D(1) | |
Cash-Settled Equity Swap(3)(4) | 06/25/2012 | 07/15/2013 | Common Stock | 15,000 | $0.9571(5) | I | See Footnote(2) |
Cash-Settled Equity Swap(3)(4) | 06/26/2012 | 07/15/2013 | Common Stock | 112,500 | $0.9623(5) | D(1) | |
Cash-Settled Equity Swap(3)(4) | 06/26/2012 | 07/15/2013 | Common Stock | 112,500 | $0.9623(5) | I | See Footnote(2) |
Cash-Settled Equity Swap(3)(4) | 06/27/2012 | 07/15/2013 | Common Stock | 71,000 | $0.9702(5) | D(1) | |
Cash-Settled Equity Swap(3)(4) | 06/27/2012 | 07/15/2013 | Common Stock | 71,000 | $0.9702(5) | I | See Footnote(2) |
Cash-Settled Equity Swap(3)(4) | 06/28/2012 | 07/15/2013 | Common Stock | 261,500 | $0.9729(5) | D(1) | |
Cash-Settled Equity Swap(3)(4) | 06/28/2012 | 07/15/2013 | Common Stock | 261,500 | $0.9729(5) | I | See Footnote(2) |
Cash-Settled Equity Swap(3)(4) | 06/29/2012 | 07/15/2013 | Common Stock | 63,500 | $0.9882(5) | D(1) | |
Cash-Settled Equity Swap(3)(4) | 06/29/2012 | 07/15/2013 | Common Stock | 63,500 | $0.9882(5) | I | See Footnote(2) |
Cash-Settled Equity Swap(3)(4) | 07/03/2012 | 07/15/2013 | Common Stock | 388,600 | $1.0008(5) | D(1) | |
Cash-Settled Equity Swap(3)(4) | 07/03/2012 | 07/15/2013 | Common Stock | 388,600 | $1.0008(5) | I | See Footnote(2) |
Cash-Settled Equity Swap(3)(4) | 07/05/2012 | 07/15/2013 | Common Stock | 322,900 | $0.9812(5) | D(1) | |
Cash-Settled Equity Swap(3)(4) | 07/05/2012 | 07/15/2013 | Common Stock | 322,900 | $0.9812(5) | I | See Footnote(2) |
Cash-Settled Equity Swap(3)(4) | 07/06/2012 | 07/15/2013 | Common Stock | 96,000 | $0.9934(5) | D(1) | |
Cash-Settled Equity Swap(3)(4) | 07/06/2012 | 07/15/2013 | Common Stock | 96,000 | $0.9934(5) | I | See Footnote(2) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. These securities are directly owned by Indaba Capital Fund, L.P. |
2. These securities are indirectly beneficially owned by (a) Indaba Capital Management, LLC by virtue of its role as the investment manager of Indaba Capital Fund, L.P., (b) Indaba Partners, LLC by virtue of its role as the general partner of Indaba Capital Fund, L.P., and (c) Derek C. Schrier as the Senior Managing Member of Indaba Capital Management, LLC and Indaba Partners, LLC. Each Reporting Person hereby disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
3. Under the terms of the cash-settled total equity return swap transaction, (a) Indaba Capital Fund, L.P. will be obligated to pay to the counterparty an amount equal to the decrease in the market value of the reference shares, or (b) the counterparty will be obligated to pay Indaba Capital Fund, L.P. an amount equal to the increase in the market value of the reference shares. Any dividends received by the counterparty will be paid to Indaba Capital Fund, L.P. with interest. Indaba Capital Fund, L.P. will be obligated to pay the counterparty interest on the notional amount of the securities. |
4. These contracts do not give the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the Issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership in securities that may be referenced in such contracts or that may be held from time to time by any counterparties to the contracts. |
5. The reference price associated with the applicable cash-settled total return equity swap. |
Remarks: |
/s/ Hank Brier, as General Counsel of Indaba Capital Management, LLC | 10/01/2012 | |
/s/ Hank Brier, as General Counsel of Indaba Partners, LLC | 10/01/2012 | |
/s/ Hank Brier, as General Counsel of Indaba Partners, LLC, the general partner of Indaba Capital Fund, L.P. | 10/01/2012 | |
/s/ Derek C. Schrier | 10/01/2012 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |