- Statement of Changes in Beneficial Ownership (4)
September 23 2011 - 7:21PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Expires:
November 30, 2011
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
AGER CARL S
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2. Issuer Name
and
Ticker or Trading Symbol
Searchlight Minerals Corp.
[
SRCH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
VP, Secretary and Treasurer
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(Last)
(First)
(Middle)
2441 W. HORIZON RIDGE PKWY, SUITE #120
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/21/2011
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(Street)
HENDERSON, NV 89052
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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500000
(1)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Non-Qualified Stock Options
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$1.22
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9/21/2011
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A
(2)
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325000
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(2)
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(2)
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Common Stock
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325000
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$
0
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325000
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D
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Non-Qualified Stock Options
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$4.04
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2/16/2007
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2/16/2012
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Common Stock
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24800
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24800
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D
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Explanation of Responses:
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(
1)
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Does not include any securities owned by Nanominerals. Mr. Ager is a 17.5% stockholder of Nanominerals, a company that owns 16,400,000 of the issuer's outstanding shares of common stock and warrants to purchase up to 200,000 shares of common stock. However, Mr. Ager does not have any voting or investment powers over the 16,400,000 shares or the 200,000 warrants owned by Nanominerals. For purposes of Section 16, Mr. Ager disclaims beneficial ownership of Nanominerals' securities, except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed an admission that Mr. Ager is the beneficial owner of Nanominerals' securities for purposes of Section 16 or for any other purpose.
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(
2)
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Reflects the issuance of options to purchase up to 325,000 shares of common stock granted to Mr. Ager on September 21, 2011 for his service as an officer of Searchlight Minerals Corp. 125,000 options vest immediately. The remaining 200,000 options vest upon certain events and milestones. The options each expire on the five year anniversary of the date that they vest
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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AGER CARL S
2441 W. HORIZON RIDGE PKWY
SUITE #120
HENDERSON, NV 89052
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X
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VP, Secretary and Treasurer
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Signatures
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/s/ Carl S. Ager
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9/23/2011
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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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 control number.
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