| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AMERICA WEST RESOURCES, INC. [ AWSR.0B ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/01/2010 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Common Stock Warrants (right to buy) | $0.12 | 12/01/2010 | J(2) | 83,333 | 12/01/2010(3) | 10/09/2019 | Common Stock | 83,333 | (2) | 666,666 | I | By Denly Utah Coal, LLC(1) | |||
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. The securities reported on this Form 4 are owned directly by Denly Utah Coal, LLC, a Texas limited liability company (the "Company"). The two members of the Company are Denly ACI Partners, Ltd., a Texas limited partnership, which holds a 66 2/3% membership interest in the Company, and The von Waaden 2004 Revocable Trust, which owns a 33 1/3% membership interest in the Company. The general partner of Denly ACI Partners, Ltd. is Denly ACI Mgt., LLC, which is owned by Dennis C. von Waaden and Sally A. von Waaden. Each of the reporting persons may have a pecuniary interest in only a portion of such securities and disclaims beneficial ownership except to the extent thereof. |
| 2. As of October 9, 2009, the Company made a loan to the Issuer, as a result of which the Issuer executed a promissory note for the benefit of the Company (the "October 9, 2009 Note"). As part of the consideration for the October 9, 2009 Note, under the terms of Amendment No. 4 to Loan Agreement executed by the Issuer in favor of the Company and related parties ("Amendment to Loan Agreement"), the Issuer agreed to provide the Company with a first priority mortgage lien on certain property before May 31, 2010. Also under the terms of the Amendment to Loan Agreement, as consideration for the October 9, 2009 Note, the Issuer issued a warrant to the Company (the "Second Warrant") under which the Company may purchase up to 916,666 shares of common stock of the Issuer at a purchase price of $0.12 between July 1, 2010 and October 9, 2019 if the Issuer does not grant the first priority mortgage lien on the subject property. |
| 3. The Second Warrant vests in eleven monthly installments of 83,333 shares beginning on July 1, 2010 and ending on May 1, 2011 as long as the Issuer does not grant the first priority mortgage lien on the property as described above. The first priority mortgage lien was not granted as of December 1, 2010, resulting in the vesting of the Second Warrant as to 83,333 shares. |
| /s/ Dennis C. von Waaden, manager of Denly ACI Mgt., LLC | 12/03/2010 | |
| /s/ Dennis C. von Waaden, manager of general partner of Denly ACI Partners, Ltd. | 12/03/2010 | |
| ** 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 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). | ||
| 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. | ||