SEC Form 3
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*
SUN VALLEY GOLD LLC

(Last) (First) (Middle)
620 SUN VALLEY ROAD
P.O. BOX 2759

(Street)
SUN VALLEY ID 83353

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/20/2010
3. Issuer Name and Ticker or Trading Symbol
Comstock Mining Inc. [ LODE ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
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)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
7 1/2% Series B Convertible Preferred Stock 10/20/2010 (1) Common Stock 3,141,818 $1.65 D(2)
7 1/2% Series B Convertible Preferred Stock 10/20/2010 (1) Common Stock 1,706,666 $1.65 I See Footnotes(3)(4)
1. Name and Address of Reporting Person*
SUN VALLEY GOLD LLC

(Last) (First) (Middle)
620 SUN VALLEY ROAD
P.O. BOX 2759

(Street)
SUN VALLEY ID 83353

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Palmedo Peter F.

(Last) (First) (Middle)
620 SUN VALLEY ROAD
P.O. BOX 2759

(Street)
SUN VALLEY ID 83353

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Palmedo Holdings LLLP

(Last) (First) (Middle)
620 SUN VALLEY ROAD
P.O. BOX 2759

(Street)
SUN VALLEY ID 83353

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SUN VALLEY GOLD MASTER FUND, LTD

(Last) (First) (Middle)
C/O GOLDMAN SACHS (CAYMAN) TRUST LTD
45 MARKET STREET, GEORGE TOWN

(Street)
GRAND CAYMAN E9 KY1-1103

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The certificates for the Preferred Stock listed herein have no expiration date indicated thereon.
2. These securities are directly held by Sun Valley Gold Master Fund, Ltd. Sun Valley Gold LLC, Peter F. Palmedo and Palmedo Holdings LLLP may be deemed to, indirectly, beneficially own the securities directly held by Sun Valley Gold Master Fund, Ltd. See Footnote 3.
3. These securities are held in the accounts of several investment funds and managed accounts (collectively, the "Investment Vehicles") for which Sun Valley Gold LLC services as investment manager. Peter F. Palmedo and Palmedo Holdings LLLP ("Holdings") are managing members of Sun Valley Gold LLC ("SVG"). SVG, Mr. Palmedo and Holdings may be deemed to beneficially own the securities held by the Investment Vehicles, including those held by Sun Valley Gold Master Fund, Ltd., by virtue of SVG's position as investment manager of the Investment Vehicles and Mr. Palmedo's and Holdings's status as managing members of SVG.
4. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), or for any other purpose. The Reporting Persons affirmatively disclaim being a "group" for purposes of Section 16.
Sun Valley Gold LLC, By: /s/ Peter F. Palmedo, Managing Member 12/20/2010
/s/ Peter F. Palmedo 12/20/2010
Palmedo Holdings LLLP, By: /s/ Peter F. Palmedo, General Partner 12/20/2010
Sun Valley Gold Master Fund, Ltd., By: /s/ Peter F. Palmedo, Director 12/20/2010
** 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.
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