UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 15, 2018

Commission File Number 001-34984

FIRST MAJESTIC SILVER CORP.
(Translation of registrant's name into English)

925 West Georgia Street, Suite 1800, Vancouver BC V6C 3L2
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

[ ] Form 20-F   [x] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]






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SUBMITTED HEREWITH
Exhibits
 







SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
FIRST MAJESTIC SILVER CORP.
 
 
 
By:
 
 
 
/s/ Connie Lillico
 
Connie Lillico
 
Corporate Secretary
 
 
 
February 15, 2018
 





Form 51-102F3
Material Change Report

Item 1.
Name and Address of Company
 
 
 
FIRST MAJESTIC SILVER CORP. (the “Company”)
 
1800 – 925 West Georgia Street
 
Vancouver, BC V6C 3L2 CANADA
 
Telephone:    (604) 688-3033
 
Facsimile:       (604) 639-8873
 
 
Item 2.
Date of Material Change
 
 
 
February 15, 2018
 
 
Item 3.
News Release
 
 
 
News release dated February 15, 2018 was disseminated through the services of Nasdaq and subsequently filed on SEDAR.

 
 
Item 4.
Summary of Material Change
 
 
 
On February 15, 2018 First Majestic announced the issuance of US$6.5 million aggregate principal amount of 1.875% unsecured convertible senior notes due 2023 (the “ Over-Allotment Notes ”) pursuant to the exercise in part of the over-allotment option granted to the initial purchasers in connection with the previously announced offering of US$150 million aggregate principal amount of 1.875% unsecured convertible senior notes due 2023 (the “ Initial Notes ”), which closed on January 29, 2018.
The Over-Allotment Notes have the same terms as the Initial Notes, including an initial conversion rate of 104.3297 common shares (“ Shares ”) per US$1,000 principal amount of Over-Allotment Notes, equivalent to an initial conversion price of approximately US$9.59 per Share.


 
 
Item 5.
Full Description of Material Change
 
 
 
5.1          Full Description of Material Change
 
 
 
On February 15, 2018 First Majestic announced the issuance of the Over-Allotment Notes pursuant to the exercise in part of the over-allotment option granted to the initial purchasers in connection with the previously announced offering of the Initial Notes, which closed on January 29, 2018.
The Over-Allotment Notes have the same terms as the Initial Notes, including an initial conversion rate of 104.3297 Shares per US$1,000 principal amount of Over-Allotment Notes, equivalent to an initial conversion price of approximately US$9.59 per Share.

 
 
 
5.2         Disclosure for Restructuring Transactions
 
 
 
Not applicable.
 
 
Item 6.
Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
 
 
 
Not applicable
 
 
Item 7.
Omitted Information
 
 
 
Not applicable.

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Item 8.
Executive Officer
 
 
 
Keith Neumeyer, President & CEO
 
Telephone: (604) 688-3033 Facsimile: (604) 639-8873
 
 
Item 9.
Date of Report
 
 
 
February 15, 2018

2