formsc13g.htm
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
(Rule 13d-102)

Under the Securities Exchange Act of 1934
(Amendment No.  )

Comstock Mining Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)
 
205750102
(CUSIP Number)

December 31, 2012

(Date of event which requires filing of this statement)

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

 
x
Rule 13d-1(b)
 
o
Rule 13d-1(c)
 
o
Rule 13d-1(d)

 (Page 1 of 6 Pages)
 
*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 the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes 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. 205750102
13G
Page 2 of 8 Pages
     
 
(1)
NAMES OF REPORTING PERSONS
     
   
Solus Alternative Asset Management LP
     
 
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)  o
   
(b)  x
     
 
(3)
SEC USE ONLY
     
 
(4)
CITIZENSHIP OR PLACE OF ORGANIZATION
   
Delaware
 

NUMBER OF
(5)
SOLE VOTING POWER
   
N/A
SHARES
    
     
BENEFICIALLY
(6)
SHARED VOTING POWER
   
4,643,5541
OWNED BY
    
     
EACH
(7)
SOLE DISPOSITIVE POWER
   
N/A
REPORTING
    
     
PERSON WITH
(8)
SHARED DISPOSITIVE POWER
   
4,643,5542
 
 
(9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
4,643,5543
     
 
(10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
    o
     
 
(11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
9.12%
     
 
(12)
TYPE OF REPORTING PERSON
   
IA
 
 
1   As of December 31, 2012, the Reporting Person had the power to vote or direct the voting of, and the power to dispose or direct the disposition of, an aggregate of 4,643,554 shares of Common Stock (as defined in Item 2(d) below), comprised of (i)1,538,251 shares of Common Stock, (ii)  575,000 shares of Common Stock issuable upon conversion of Series A-1 Preferred Stock  (as defined in Item 2(a) below) and (iii) 2,530,303 shares of Common Stock issuable upon conversion of Series B Preferred Stock (as defined in Item 2(a) below).
2   See Footnote 1.
3   See Footnote 1.
 
 
 
 
 
CUSIP No. 205750102
13G
Page 3 of 8 Pages
     
 
(1)
NAMES OF REPORTING PERSONS
     
   
Solus GP LLC
     
 
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)  o
   
(b)  x
     
 
(3)
SEC USE ONLY
     
 
(4)
CITIZENSHIP OR PLACE OF ORGANIZATION
   
Delaware
 
NUMBER OF
(5)
SOLE VOTING POWER
   
N/A
SHARES
    
     
BENEFICIALLY
(6)
SHARED VOTING POWER
   
4,643,5544
OWNED BY
    
     
EACH
(7)
SOLE DISPOSITIVE POWER
   
N/A
REPORTING
    
     
PERSON WITH
(8)
SHARED DISPOSITIVE POWER
   
4,643,5545
 
 
(9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 4,643,5546
     
 
(10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
    o
     
 
(11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 9.12%
     
 
(12)
TYPE OF REPORTING PERSON
   
OO
 
 
4 As of December 31, 2012, the Reporting Person had the power to vote or direct the voting of, and the power to dispose or direct the disposition of, an aggregate of 4,643,554 shares of Common Stock, comprised of (i)1,538,251 shares of Common Stock, (ii)  575,000 shares of Common Stock issuable upon conversion of Series A-1 Preferred Stock and (iii) 2,530,303 shares of Common Stock issuable upon conversion of Series B Preferred Stock.
5   See Footnote 4.
6   See Footnote 4.
 
 
 
 
 
CUSIP No. 205750102
13G
Page 4 of 8 Pages
     
 
(1)
NAMES OF REPORTING PERSONS
     
   
Christopher Pucillo
     
 
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)  o
   
(b)  x
     
 
(3)
SEC USE ONLY
     
 
(4)
CITIZENSHIP OR PLACE OF ORGANIZATION
   
United States of America
 
NUMBER OF
(5)
SOLE VOTING POWER
   
N/A
SHARES
    
     
BENEFICIALLY
(6)
SHARED VOTING POWER
   
4,643,5547
OWNED BY
    
     
EACH
(7)
SOLE DISPOSITIVE POWER
   
N/A
REPORTING
    
     
PERSON WITH
(8)
SHARED DISPOSITIVE POWER
   
4,643,5548
 
 
(9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 4,643,5549
     
 
(10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
    o
     
 
(11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 9.12%
     
 
(12)
TYPE OF REPORTING PERSON
   
 IN
 
 
7 As of December 31, 2012, the Reporting Person had the power to vote or direct the voting of, and the power to dispose or direct the disposition of, an aggregate of 4,643,554 shares of Common Stock, comprised of (i)1,538,251 shares of Common Stock, (ii)  575,000 shares of Common Stock issuable upon conversion of Series A-1 Preferred Stock and (iii) 2,530,303 shares of Common Stock issuable upon conversion of Series B Preferred Stock.
8   See Footnote 7.
9   See Footnote 7.
 
 
 
 
 
CUSIP No. 205750102
13G
Page 5 of 8 Pages

Item 1(a).
Name of Issuer:  Comstock Mining Inc. (the "Issuer")
 
Item 1(b).
Address of Issuer's Principal Executive Offices:
 
1200 American Flat Road, Virginia City, Nevada 89440
 
Item 2(a).
Name of Person Filing:

     This statement is filed by:
(i) Solus Alternative Asset Management LP, a Delaware limited partnership registered with the Securities and Exchange Commission (the “SEC"), which serves as the investment manager (the “Investment Manager”) to certain investment funds and/or accounts (the “Funds”), with respect to the shares of Common Stock ( as defined in Item 2(d) below) held by the Funds and the shares of Common Stock issuable upon conversion of the Series A convertible preferred stock of the Issuer (the "Series A Preferred Stock") and the Series B preferred stock of the Issuer (the "Series B Preferred Stock") held by the Funds;

(ii) Solus GP LLC, a Delaware limited liability company (the “GP”), which serves as the general partner to the Investment Manager, with respect to the shares of Common Stock held by the Funds and the shares of Common Stock issuable upon conversion of the Series A Preferred Stock and the Series B Preferred Stock held by the Funds; and

(iii) Mr. Christopher Pucillo (“Mr. Pucillo”), a United States citizen, who serves as the managing member to the GP with respect to the shares of Common Stock held by the Funds and the shares of Common Stock issuable upon conversion of the Series A Preferred Stock and the Series B Preferred Stock held by the Funds.

The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

Item 2(b). 
Address of Principal Business Office or, if None, Residence:
 
410 Park Avenue, 11th Floor, New York, NY  10022

Item 2(c). 
Citizenship:  Delaware
 
Item 2(d). 
Title of Class of Securities:  Common stock, par value $0.00666 per share (the "Common Stock")
 
Item 2(e).
CUSIP Number:  205750102
     
 
 
 
 
CUSIP No. 205750102
13G
Page 6 of 8 Pages
 
Item 3. 
If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

 
(a)
 o
Broker or dealer registered under Section 15 of the Act,
       
 
(b)
 o
Bank as defined in Section 3(a)(6) of the Act,
       
 
(b)
 o
Insurance Company as defined in Section 3(a)(19) of the Act,
       
 
(c)
 o
Investment Company registered under Section 8 of the Investment Company Act of 1940,
       
 
(d)
 x
Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E),
       
 
(e)
 o
Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F),
       
 
(f)
 x
Parent Holding Company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G),
       
 
(g)
 o
Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
       
 
(h)
o
Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,
       
 
(i)
 o
Non-U.S. institution in accordance with Rule 13d- 1(b)(1)(ii)(J);
       
 
(j)
 o
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
 
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________________

Item 4.
Ownership.
 
 
(a)
Amount beneficially owned: 4,643,55410
 
(b)
Percent of class: 9.12%
 
(c)
(i) Sole power to vote or direct the vote: N/A
(ii) Shared power to vote or direct the vote: 4,643,55411
(iii) Sole power to dispose or direct the disposition: N/A
(iv) Shared power to dispose or direct the disposition: 4,643,55412

10  As of December 31, 2012, the Reporting Person had the power to vote or direct the voting of, and the power to dispose or direct the disposition of, an aggregate of 4,643,554 shares of Common Stock, comprised of (i)1,538,251 shares of Common Stock, (ii)  575,000 shares of Common Stock issuable upon conversion of Series A-1 Preferred Stock and (iii) 2,530,303 shares of Common Stock issuable upon conversion of Series B Preferred Stock.
11   See Footnote 10.
12   See Footnote 10.
 
 
 
 
 
CUSIP No. 205750102
13G
Page 7 of 8 Pages

Each Reporting Person hereby expressly disclaims beneficial ownership in the securities reported in this Schedule 13G and membership in a “group” as that term is described in Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended.

Item 5. 
Ownership of Five Percent or Less of a Class.

N/A

Item 6. 
Ownership of More than Five Percent on Behalf of Another Person.

As of December 31, 2012, the Funds managed on a discretionary basis by the Reporting Persons had the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of the Common Stock.  One such account, Solus Core Opportunities Master Fund Ltd, had the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of more than 5% of the Common Stock.

Item 7. 
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

N/A

Item 8. 
Identification and Classification of Members of the Group.

N/A

Item 9. 
Notice of Dissolution of Group.

N/A

Item 10. 
Certification.

The Reporting Person hereby makes the following certification:

          By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 
 

 
CUSIP No. 205750102
13G
Page 8 of 8 Pages

SIGNATURES

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: February 14, 2013
  
       
 
By:
/s/ Christopher Pucillo  
  Christopher Pucillo  
  individually and as managing member of  
  Solus GP LLC,  
  for itself and as the general partner of  
  Solus Alternative Asset Management LP