SEC Info - Frost Gamma Investments Trust, et al. - ‘4’ for 2/6/14 re: Passport Potash Inc.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

FROST PHILLIP MD ET AL

(Last)

(First)

(Middle)

4400 BISCAYNE BLVD

(Street)

MIAMI

33137

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PASSPORT POTASH INC [ PPI ]

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)
2/6/14

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)

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)
9.5% Convertible Debenture	$0.12 ⁽¹⁾	2/6/14		A		$287,500 ⁽³⁾ ⁽⁴⁾		2/19/14	8/19/16 ⁽³⁾	Common Stock	⁽¹⁾	⁽¹⁾ ⁽²⁾	$287,500 ⁽¹⁾ ⁽²⁾ ⁽⁴⁾	I	Frost Gamma Investments Trust ⁽⁵⁾
15% Convertible Debenture	$0.19	2/19/13		D			$250,000 ⁽²⁾	2/19/13	2/19/14	Common Stock	⁽²⁾	$250,000 ⁽³⁾	0	I	Frost Gamma Investments Trust ⁽⁵⁾
Warrant	$0.12 ⁽¹⁾	2/6/14		A		625,000		2/19/14	8/19/16 ⁽¹⁾	Common Stock	625,000	⁽¹⁾ ⁽²⁾	625,000	I	Frost Gamma Investments Trust ⁽⁵⁾
Warrant	$0.19	2/19/13		D			1,250,000	2/19/13	2/19/14	Common Stock	1,250,000	⁽²⁾	0	I	Frost Gamma Investments Trust ⁽⁵⁾

1. Name and Address of Reporting Person^*

FROST PHILLIP MD ET AL

(Last)

(First)

(Middle)

4400 BISCAYNE BLVD

(Street)

MIAMI

33137

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Frost Gamma Investments Trust

(Last)

(First)

(Middle)

4400 BISCAYNE BOULEVARD, 15TH FLOOR

(Street)

MIAMI

33137

(City)

(State)

(Zip)

Explanation of Responses:

(1) On February 6, 2014 the 15% debenture note and warrants (the "Original Note and Warrants") were amended to extend the maturity date from February 19, 2014 to August 19, 2016. The Original Note interest rate changed from 15% to 9.5% payable in 50% cash and 50% shares, at the end of each year from the issue date. At the sole option of the holder, holder may elect to receive interest payments entirely in shares of common stock. Additionally the conversion price of the Original Note and Warrants exercise price changed from $0.19 to $0.12 given effect to a 2 for 1 reverse stock split effectuated on March 13, 2014. The amended debenture note is convertible into 2,395,834 shares of common stock at any time before maturity without giving effect to accrued interest.

(2) The Original Note had an aggregate principal amount of $250,000 and bore interest at a rate of 15% per annum, maturing one year from the date of issuance. The Original Note was convertible into 1,315,790 shares of common stock at any time before maturity at $0.19 per share without giving effect to accrued interest. The Original Note was amended as provided in Note 1 above.

(3) Frost Gamma Investments Trust purchased the Original Note and Warrants for an aggregate purchase price of $250,000.

(4) Includes interest on February 19, 2014 of $37,500 which was reinvested into the amended debenture note.

(5) These securities are held by Frost Gamma Investments Trust, of which the Reporting Person is the trustee and Frost Gamma Limited Partnership is the sole and exclusive beneficiary. The Reporting Person is one of two limited partners of Frost Gamma, L. P. The general partner of Frost Gamma, L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. The Reporting Person is also the sole shareholder of Frost-Nevada Corporation.

	/s/ Phillip Frost, M.D., Individually and as Trustee of Frost Gamma Investments Trust	12/2/14
	** 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 4 (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.

____________ Transaction Codes:
A	Grant, award or other acquisition pursuant to Rule 16b-3(d).
D	Disposition to the Issuer of Issuer equity securities pursuant to Rule 16b-3(e).

Frost Gamma Investments Trust, et al. – ‘4’ for 2/6/14 re: Passport Potash Inc.

On: Tuesday, 12/2/14, at 2:29pm ET · For: 2/6/14 · As: 10% Owner · Accession #: 1144204-14-71809 · File #: 0-54751

Previous ‘4’: ‘4’ on 11/24/14 for 11/21/14 · Next: ‘4’ on 12/9/14 for 12/8/14 · Latest: ‘4’ on 5/15/24 for 5/13/24

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

‘4’ — Ownership Document — v395658_4.xml/3.6

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Frost Gamma Investments Trust, et al. – ‘4’ for 2/6/14 re: Passport Potash Inc.

On: Tuesday, 12/2/14, at 2:29pm ET · For: 2/6/14 · As: 10% Owner · Accession #: 1144204-14-71809 · File #: 0-54751

Previous ‘4’: ‘4’ on 11/24/14 for 11/21/14 · Next: ‘4’ on 12/9/14 for 12/8/14 · Latest: ‘4’ on 5/15/24 for 5/13/24

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

‘4’ — Ownership Document — v395658_4.xml/3.6

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents