Mudrick Distressed Opportunity Drawdown Fund II Form 4 HYCROFT MINING HOLDING / Jason Mudrick ownership change

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^*

Mudrick Capital Management, L.P.

(Last)

(First)

(Middle)

527 MADISON AVENUE, 6TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HYCROFT MINING HOLDING CORP [ HYMC ]

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)
12/05/2022

4. 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 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)
Class A Common Stock	12/05/2022		S		706,127⁽²⁾	D	$0.6222⁽³⁾⁽⁴⁾	21,305,089	I	See Notes⁽¹⁾⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾
Class A Common Stock	12/06/2022		S		575,000⁽⁵⁾	D	$0.5844⁽⁴⁾⁽⁶⁾	20,730,089	I	See Notes⁽¹⁾⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾
Class A Common Stock	12/07/2022		S		500,000⁽⁷⁾	D	$0.5529⁽⁴⁾⁽⁸⁾	20,230,089⁽⁹⁾	I	See Notes⁽¹⁾⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾

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)
Warrants	$11.5	12/05/2022		S			75,000⁽¹⁰⁾	06/28/2020	⁽¹¹⁾	Class A Common Stock	75,000	$0.0818⁽⁴⁾⁽¹²⁾	9,876,807⁽¹³⁾	I	See Notes⁽¹⁾⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾

1. Name and Address of Reporting Person^*

Mudrick Capital Management, L.P.

(Last)

(First)

(Middle)

527 MADISON AVENUE, 6TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Mudrick Jason

(Last)

(First)

(Middle)

C/O MUDRICK CAPITAL MANAGEMENT, L.P.

527 MADISON AVENUE, 6TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Mudrick Capital Management LLC

(Last)

(First)

(Middle)

527 MADISON AVENUE, 6TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Mudrick Distressed Opportunity Drawdown Fund II GP, LLC

(Last)

(First)

(Middle)

527 MADISON AVENUE, 6TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Mudrick Distressed Opportunity Drawdown Fund II, L.P.

(Last)

(First)

(Middle)

527 MADISON AVENUE, 6TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Mudrick Distressed Opportunity Drawdown Fund II SC, L.P.

(Last)

(First)

(Middle)

527 MADISON AVENUE, 6TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Mudrick Distressed Opportunity Fund Global, LP

(Last)

(First)

(Middle)

527 MADISON AVENUE, 6TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Mudrick GP, LLC

(Last)

(First)

(Middle)

527 MADISON AVENUE, 6TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Mudrick Distressed Opportunity Drawdown Fund GP, LLC

(Last)

(First)

(Middle)

C/O MUDRICK CAPITAL MANAGEMENT, L.P.

527 MADISON AVENUE, 6TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Mudrick Distressed Opportunity Drawdown Fund, L.P.

(Last)

(First)

(Middle)

C/O MUDRICK CAPITAL MANAGEMENT, L.P.

527 MADISON AVENUE, 6TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Explanation of Responses:

1. This statement is being filed by the following Reporting Persons: Mudrick Capital Management, L.P. ("Mudrick Capital"); Mudrick Capital Management, LLC ("Mudrick Capital GP"); Jason Mudrick; Mudrick Distressed Opportunity Drawdown Fund GP, LLC ("Mudrick Drawdown GP"); Mudrick Distressed Opportunity Drawdown Fund, L.P. ("Mudrick Drawdown Fund"); Mudrick Distressed Opportunity Drawdown Fund II GP, LLC ("Mudrick Drawdown Fund II GP"), Mudrick Distressed Opportunity Drawdown Fund II, L.P. ("Mudrick Drawdown Fund II"), Mudrick Distressed Opportunity Drawdown Fund II SC, L.P. ("Mudrick Drawdown Fund II SC"), Mudrick Distressed Opportunity Fund Global, L.P. ("Mudrick Opportunity Fund") and Mudrick GP, LLC ("Mudrick GP").

2. Represents the sale of shares of the Issuer's Class A Common Stock as follows: 292,042 by Mudrick Opportunity Fund; 75,159 by Mudrick Drawdown Fund; 62,476 by Mudrick Drawdown Fund II; 18,028 by Mudrick Drawdown Fund II SC; and 258,422 by certain accounts managed by Mudrick Capital and shares held by Mudrick Capital Management, L.P. on behalf of Mudrick Stressed Credit Master Fund, L.P. (the "Managed Accounts" and together with Mudrick Drawdown Fund, Mudrick Drawdown Fund II, Mudrick Drawdown Fund II SC and the Mudrick Opportunity Fund, the "Mudrick Funds").

3. The shares were sold within a range of $0.61 to $0.6531, inclusive.

4. The price represents the weighted average price of the shares sold. The Reporting Persons undertake to provide, upon request by the SEC staff, the Issuer, or any security holder of the Issuer, information regarding the number of shares sold at each separate price within the range.

5. Represents the sale of shares of the Issuer's Class A Common Stock as follows: 237,810 by Mudrick Opportunity Fund; 61,202 by Mudrick Drawdown Fund; 50,874 by Mudrick Drawdown Fund II; 14,680 by Mudrick Drawdown Fund II SC; and 210,434 by the Managed Accounts.

6. The shares were sold within a range of $0.575 to $0.6102, inclusive.

7. Represents the sale of shares of the Issuer's Class A Common Stock as follows: 206,791 by Mudrick Opportunity Fund; 53,219 by Mudrick Drawdown Fund; 44,239 by Mudrick Drawdown Fund II; 12,765 by Mudrick Drawdown Fund II SC; and 182,986 by the Managed Accounts.

8. The shares were sold within a range of $0.531 to $0.5886, inclusive.

9. Represents the shares of the Issuer's Class A Common Stock directly held following the reported sales as follows: 8,366,820 by Mudrick Opportunity Fund; 2,153,242 by Mudrick Drawdown Fund; 1,789,897 by Mudrick Drawdown Fund II; 516,494 by Mudrick Drawdown Fund II SC; and 7,403,636 by the Managed Accounts.

10. Represents the sale of warrants to buy shares of the Issuer's Class A Common Stock as follows: 29,446 by Mudrick Opportunity Fund; 11,383 by Mudrick Drawdown Fund; 1,591 by Mudrick Drawdown Fund II; and 32,580 by the Managed Accounts.

11. These warrants expire May 29, 2025, or earlier upon their redemption or the liquidation of the Issuer. These warrants may be redeemed, at a price of $0.01 per warrant, if the last sale price of the Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading day period ending on the third business day before the notice of redemption is sent to the warrant holders.

12. The warrants were sold within a range of $0.08 to $0.1, inclusive.

13. Represents warrants to buy shares of Class A Common Stock directly held following the reported sales as follows: 3,877,893 by Mudrick Opportunity Fund; 209,476 by Mudrick Drawdown Fund II; 1,499,096 by Mudrick Drawdown Fund; and 4,290,342 by the Managed Accounts.

14. Mudrick Capital is the investment manager of each of the Mudrick Funds and has voting and investment discretion with respect to the securities held by the Mudrick Funds. Jason Mudrick is the sole member of each of Mudrick Capital GP, the general partner of Mudrick Capital, Mudrick Drawdown Fund GP, the general partner of Mudrick Drawdown Fund, Mudrick Drawdown Fund II GP, the general partner of Mudrick Drawdown Fund II and Mudrick Drawdown Fund II SC, and Mudrick GP, the general partner of Mudrick Opportunity Fund.

15. Mudrick Capital, Mudrick Capital GP and Jason Mudrick may be deemed to have beneficial ownership of the equity securities of the Issuer owned by the Mudrick Funds, Mudrick Drawdown Fund GP may be deemed to have beneficial ownership of the securities owned by Mudrick Drawdown Fund, Mudrick Drawdown Fund II GP may be deemed to have beneficial ownership of the securities owned by Mudrick Drawdown Fund II and Mudrick Drawdown Fund II SC and Mudrick GP may be deemed to beneficially own the securities owned by Mudrick Opportunity Fund.

16. The Reporting Persons disclaim any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities of the Issuer in excess of their respective pecuniary interests.

Remarks:

Exhibit 99.1 (Joint Filer Information) incorporated herein by reference.

	See Exhibit 99.1	12/07/2022
	** Signature of Reporting Person	Date
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Mudrick Distressed Opportunity Drawdown Fund II Form 4HYCROFT MINING HOLDING / Jason Mudrick ownership change