Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
General Moly, Inc.
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
370373102
(CUSIP Number)
December 17, 2008
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting persons initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for
the purpose of Section 18 of the Securities Exchange Act of 1934 (the Act) or otherwise subject
to the liabilities of that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
(page 1 of 9)
SCHEDULE 13G
CUSIP No. |
370373102 |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ArcelorMittal S.A. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Luxembourg | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 8,256,699 shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
8,256,699 shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
8,256,699 shares | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
11.49% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
HC |
(page 2 of 9)
SCHEDULE 13G
CUSIP No. |
370373102 |
1 | N
AME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ArcelorMittal Treasury SNC |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
France | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0* | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0* | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0* | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
0* | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
0* | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
0.0%* | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CO |
* | On December 17, 2008, ArcelorMittal Treasury SNC (ArcelorMittal Treasury), a wholly owned indirect subsidiary of ArcelorMittal S.A. (ArcelorMittal), sold all of its shares of common stock, $0.001 par value per share (the Common Stock) of General Moly, Inc. (the Issuer) to AMO Holding 7 S.A. (AMO Holding), another wholly owned indirect subsidiary of ArcelorMittal. Accordingly, ArcelorMittal Treasury no longer beneficially owns any shares of Common Stock of the Issuer. |
(page 3 of 9)
SCHEDULE 13G
CUSIP No. |
370373102 |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) AMO Holding 7 S.A. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Luxembourg | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0* | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | < /td> | 8,256,699 shares* | |||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0* | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
8,256,699 shares* | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
8,256,699 shares* | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
11.49%* | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CO |
* | On December 17, 2008, ArcelorMittal Treasury sold all of its shares of Common Stock of the Issuer to AMO Holding. Accordingly, AMO Holding beneficially owns the shares of Common Stock of the Issuer set forth in this Schedule 13G. |
(page 4 of 9)
The information set forth herein regarding percentages of beneficial ownership is based upon the
number of shares of Common Stock of the Issuer outstanding as of October 27, 2008, as reported in
the Issuers Quarterly Report on Form 10-Q for the Quarter ended September 30, 2008.
Item 1.
(a) Name of Issuer: General Moly, Inc.
(b) Address of Issuers Principal Executive Offices: 1726 Cole Boulevard, Suite 115, Lakewood, CO
80401
Item 2.
(a) | Name of Person Filing: |
(1) ArcelorMittal S.A.
(2) ArcelorMittal Treasury SNC
(3) AMO Holding 7 S.A.
(b) | Address of Principal Business Office or, if none, Residence: |
(1) 19, Avenue de la Liberté, L-2930 Luxembourg, Grand Duchy of Luxembourg
(2) 1 à 5, rue Luigi Cherubini, Saint Denis 93200, St. Denis, France
(3) 19, Avenue de la Liberté, L-2930 Luxembourg, Grand Duchy of Luxembourg
(c) | Citizenship: |
(1) Luxembourg
(2) France
(3) Luxembourg
(d) | Title of Class of Securities: Common Stock | |
(e) | CUSIP Number: 370373102 |
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a:
(a) | o Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). | |
(b) | o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
(c) | o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
(d) | o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
(e) | o An investment adviser in accordance with §240.13(d)-1(b)(1)(ii)(E). | |
(f) | o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | |
(g) | o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | |
(h) | o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | |
(i) | o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | |
(j) | o Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
(page 5 of 9)
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class
of securities of the issuer identified in Item 1.
(a) | Amount Beneficially Owned: 8,256,699 | |
(b) | Percent of Class: 11.49% | |
(c) | Number of shares as to which the person has: |
(i) | sole power to vote or to direct the vote: 0 | ||
(ii) | shared power to vote or to direct the vote: 8,256,699 | ||
(iii) | sole power to dispose or to direct the disposition of: 0 | ||
(iv) | shared power to dispose or to direct the disposition of: 8,256,699 |
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting
person has ceased to be the beneficial owner of more than five percent of the class of securities,
check the following þ.
On December 17, 2008, ArcelorMittal Treasury sold all of its shares of Common Stock of the
Issuer to AMO Holding. Accordingly, ArcelorMittal Treasury no longer beneficially owns any shares
of Common Stock of the Issuer.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
No other person is known to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of the shares of Common Stock held by the filing
persons.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Member of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
(page 6 of 9)
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Dated:
December 19, 2008
|
ARCELORMITTAL S.A. | |||
/s/ Egbert Jansen
|
||||
Title: Authorized Representative | ||||
/s/ Christophe Cornier | ||||
Name: Christophe Cornier | ||||
Title: Authorized Representative | ||||
ARCELORMITTAL TREASURY SNC | ||||
/s/ Albert Rinen | ||||
Name: Albert Rinen | ||||
Title: Permanent Representative of the majority- owner manager of ArcelorMittal Treasury SNC | ||||
/s/ Thierry Royer | ||||
Name: Thierry Royer | ||||
Title: Director | ||||
AMO HOLDING 7 S.A. | ||||
/s/ Alain Gilniat | ||||
Name: Alain Gilniat | ||||
Title: Director | ||||
/s/ Egbert Jansen | ||||
Name: Egbert Jansen | ||||
Title: Director |
(page 7 of 9)
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule 13G, dated December 19, 2008, with
respect to the shares of common stock, $0.001 par value per share, of General Moly, Inc. is, and
any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to
and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended, and that this Agreement shall be included as an Exhibit to the Schedule 13G and
each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the
Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information
concerning itself contained therein. This Agreement may be executed in any number of counterparts,
all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 19th day of
December, 2008.
ARCELORMITTAL S.A. | ||||
/s/ Egbert Jansen
|
||||
Title: Authorized Representative | ||||
/s/ Christophe Cornier | ||||
Name: Christophe Cornier | ||||
Title: Authorized Representative | ||||
AMO HOLDING 7 S.A. | ||||
/s/ Alain Gilniat | ||||
Name: Alain Gilniat | ||||
Title: Director | ||||
/s/ Egbert Jansen | ||||
Name: Egbert Jansen | ||||
Title: Director |
(page 8 of 9)
EXHIBIT B
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule 13G, dated December [7], 2007,
with respect to the shares of common stock, par value $0.001 per share, of General Moly, Inc. is,
and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant
to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended, and that this Agreement shall be included as an Exhibit to the Schedule 13G and
each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the
Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information
concerning itself contained therein. This Agreement may be executed in any number of counterparts,
all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the [7]th
day of December, 2007.
ARCELORMITTAL S.A. | ||||
/s/ Eldert Sjoerd de Vries
|
||||
Title: Authorized Representative | ||||
/s/ Alain Bouchard | ||||
Name: Alain Bouchard | ||||
Title: Authorized Representative | ||||
ARCELORMITTAL TREASURY SNC | ||||
/s/ Eldert Sjoerd de Vries | ||||
Name: Eldert Sjoerd de Vries | ||||
Title: Director |
(page 9 of 9)