| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 12/13/2012 |
3. Issuer Name and Ticker or Trading Symbol
Midway Gold Corp [ MDW ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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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 Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A Preferred Shares | (1) | (1) | Common Shares | 20,000,000 | (2) | I | See footnote(3) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The Series A Preferred Shares are convertible at any time, at the holder's election, and have no expiration date. The Series A Preferred Shares accrue dividends which may, under certain circumstances, be paid in the common shares, no par value per share, (the "Common Shares") of the Issuer. |
| 2. One Series A Preferred Share is convertible into one Common Share. |
| 3. The securities reported herein are held by INV-MID, LLC, a Delaware limited liability company ("INV-MID"). Investure Evergreen (GP), LLC, a Delaware limited liability company ("Investure GP"), is the general partner of Investure Evergreen Fund, LP - 2012 Term Tranche, a Delaware limited partnership (the "Fund") and a member of INV-MID. Alice W. Handy ("AH") is the managing member of Investure, LLC, a Delaware limited liability company ("Investure"), the managing member of Investure GP and the investment manager of the Fund. Each of AH, Investure, Investure GP and the Fund disclaims beneficial ownership of the securities reported herein except to the extent of her or its pecuniary interest therein. |
| Remarks: |
| Martin M. Hale, Jr., the Chief Executive Officer of Hale Fund Management, LLC, a member and the manager of INV-MID, is a director of the Issuer. Accordingly, INV-MID, Investure, Investure GP and AH may be deemed to be directors by deputization. |
| /s/ Martin M. Hale, Jr., as Managing Member of Hale Fund Management, LLC, as Manager of INV-MID, LLC | 12/13/2012 | |
| /s/ Alice W. Handy, individually and as Managing Member of Investure, LLC, for itself and as Managing Member of Investure Evergreen (GP), LLC | 12/13/2012 | |
| ** 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 5 (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. | ||