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.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
MAGELLAN GOLD CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
559078 209
(CUSIP Number)
W. Pierce Carson, CEO/Director
500 Marquette Avenue NW, #1200, Albuquerque, NM 87102
(707 ) 884
-3766 ( tel )
(Name, Address, and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 30, 2019
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on 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 ("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).
CUSIP NO. 559078 209
(1) Names of Reporting Persons, S.S. or I.R.S. Identification Nos. of Above Persons
JOHN D. GIBBS
(2) Check the Appropriate Box if a Member (a) [_] of a Group* (b) [_]
(3) SEC Use Only
(4) Source of Funds* PF
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization
U.S.A.
| Number of Shares | (7) | Sole Voting Power 3,482,063 | ||
| Beneficially Owned | (8) | Shared Voting Power 0 | ||
| by Each Reporting | (9) | Sole Dispositive Power 3,482,063 | ||
| Person With | (10) | Shared Dispositive Power 0 |
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,340,773 shares of Common Stock
150,000 shares of Common Stock issuable upon conversion of Promissory Note
1,991,290 shares of Common Stock issuable upon conversion of Series A Preferred Stock
(12) Check if the Aggregate Amount in the Row (11) Excludes Certain Shares* [_]
(13) Percent of Class Represented by Amount in Row (11) 60.40%
(14) Type of Reporting Person* IN
*SEE INSTRUCTION BEFORE FILLING OUT!
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| ITEM 1. | SECURITY AND ISSUER |
The class of securities to which this statement relates is common stock, par value $.001 per share (the "Common Stock") of Magellan Gold Corporation, a Nevada corporation (the “Company”). The address and principal executive offices of the Company is 500 Marquette Avenue NW, #1200, Albuquerque, NM 87102.
| ITEM 2. | IDENTITY AND BACKGROUND |
(a) - (c) John D. Gibbs; 807 Wood N Creek, Ardmore, OK 73041, President of TriPower Resources, 16 E. Street SW, Ardmore, OK 73401.
(d) - (f) The natural person referred to above is a United States Citizen. During the last five years, he has not been ( i ) convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
Item No. 3 is hereby amended to read as follows:
On September 30, 2019, Mr. Gibbs acquired 199,129 Shares of Series A Convertible Preferred Stock pursuant to an Agreement to Convert Debt. The amount of converted debt was $1,991,290 giving the Series A shares a stated value of $10.00 per share. The conversion price is $1.00 per share.
| ITEM 4. | PURPOSE OF TRANSACTION |
The securities of the Company were acquired by Mr. Gibbs for investment. Mr. Gibbs reserves the right to acquire or dispose of additional shares of the Company’s common stock, either in open market purchases or in private transactions.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
Item No. 5 is hereby amended to read as follows:
(a) At the close of business on October 31, 2019, Mr. Gibbs would be deemed the beneficial owner, within the meaning of Rule 13d-3 under the Exchange Act, of an aggregate of 3,482,063 shares, consisting of 1,330,443 shares owned individually, a Promissory Note convertible into 150,000 shares of Common Stock (excluding any future accrued interest that may be convertible), 10,330 shares owned by Tri Power Resources, Inc., controlled by Mr. Gibbs and 1,991,290 shares of Common Stock issuable upon conversion of Series A Convertible Preferred Shares (excluding any accrued interest that may be convertible). The securities represent 60.40% of the issued and outstanding shares of common stock of the Company. The foregoing is based upon 3,624,003 shares of common stock issued and outstanding as of the date of this report.
(b) Mr. Gibbs has the sole voting and dispositive power with respect to all of the shares of common stock identified in Item 5(a) above, except as noted.
(c) Mr. Gibbs has not purchased or sold any shares of common stock during the past 60 days, except as disclosed herein.
(d) Not applicable.
(e) Not applicable.
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| ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
Not applicable.
| ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS |
None.
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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.
| Date: November 8, 2019 | /s/ John D. Gibbs |
| (Name/Title) | |
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