SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

1. Name and Address of Reporting Person^*

NICHOL GARETH

(Last)

(First)

(Middle)

5 GREENRIDGE ROAD

(Street)

GREENWOOD VILLAGE

80111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DYNARESOURCE INC [ DYNR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)
12/05/2017

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Promissory Note	$0.01⁽¹⁾⁽²⁾⁽³⁾	05/14/2020		A		500,000⁽¹⁾⁽²⁾⁽³⁾		⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	Series D Senior Convertible Preferred Stock	500,000⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	500,000⁽¹⁾⁽²⁾⁽³⁾	D
Common Stock purchase warrant	$0.01⁽⁴⁾	05/14/2020		A		313,591⁽⁴⁾		⁽⁴⁾	05/14/2030⁽⁴⁾	Common Stock	313,591⁽⁴⁾	$0.01	313,591⁽⁴⁾	D

Explanation of Responses:

1. The convertible promissory note (the "Note") is payable by the Issuer to Mr. Nichol in the aggregate principal amount of $1,000,000, bearing an interest rate of 10% per annum, and maturing on the two-year anniversary of the date of issuance. The outstanding principal amount of the Note and any accrued and unpaid interest thereon is immediately convertible, at the option of Mr. Nichol, into shares of Series D Senior Convertible Preferred Stock (the "Series D Preferred"), at a conversion price of $2.00 per share of Series D Preferred.

2. (continued from footnote 1) Any subsequent increase or decrease in the number of shares of Series D Preferred issuable upon conversion of the Note as a result of any subsequent increase or decrease in the outstanding principal amount of indebtedness under the Note and any accrued and unpaid interest thereon,is exempt from Section 16 of the Securities Exchange Act of 1934, pursuant to Rule 16a-9(a) under such Act.

3. Although the Note matures two years from the date of issuance, the Note is convertible into Series D Preferred Stock for so long as there is any principal amount outstanding under the Note. If converted into Series D Preferred, the shares of Series D Preferred are convertible into shares of common stock, at the holder's option, initially on a 1:1 basis. The conversion price of the Series D Preferred and the number of shares of common stock issuable upon conversion, are subject to anti-dilution adjustments.

4. In connection with the issuance of the Note to Mr. Nichol, the issuer also issued a common stock purchase warrant (the "Warrant") representing the right to purchase 313,591 shares of common stock of the issuer. The Warrant has an exercise price of $0.01 per share, is immediately exercisable, and expires on the 10-year anniversary of the date of issuance. The Warrant is subject to anti-dilution adjustments.

	Gareth Nichol	06/08/2020
	** Signature of Reporting Person	Date
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