Pennington Robert Ira Form 4 General Moly / Robert Ira Pennington ownership change

SEC Form 4

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

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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^*

Pennington Robert Ira

(Last) (First) (Middle)

C/O GENERAL MOLY, INC.

1726 COLE BLVD., SUITE 115

(Street)

LAKEWOOD CO 80401

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
General Moly, Inc [ GMO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/16/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/16/2018		M		300,000(1)	A	$0	1,145,962	D
Common Stock	01/16/2018		F		112,152(2)	D	$0.39	1,033,810	D
Common Stock								158,000	I	By Robert Pennington Dolores R. Pennington P/ADM Mineral Development LLC Dated 10-15-2007(3)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted stock units	(4)	01/16/2018		M			300,000	(5)	(5)	Common Stock	300,000	$0	0	D
Restricted stock units	(4)	01/16/2018		A		400,000		(6)	(6)	Common Stock	400,000	$0	400,000	D

Explanation of Responses:

1. Represents acquisition of common stock upon vesting of restricted stock units.

2. Represents withholding of shares to satisfy tax obligations upon the vesting of restricted stock units.

3. Robert Pennington is the sole member of the Robert Pennington Dolores R. Pennington P/ADM Mineral Development LLC.

4. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.

5. The restricted stock units vest on the earliest to occur of (i) a financing plan for the Mt. Hope Project approved by the issuer's board of directors; (ii) a Change of Control (as defined in the reporting person's employment agreement with the issuer); (iii) involuntary termination (absent cause); or (iv) January 16, 2018. Vested shares will be delivered to the reporting person within sixty (60) days, except as otherwise required by Section 409A of the Internal Revenue Code of 1986, as amended. The original Form 4 reported an incorrect vesting date.

6. The restricted stock units vest on the earliest to occur of (i) a financing plan for the Mt. Hope Project approved by the issuer's board of directors; (ii) a Change of Control (as defined in the reporting person's employment agreement with the issuer); (iii) involuntary termination (absent cause); or (iv) January 16, 2019. Vested shares will be delivered to the reporting person within sixty (60) days, except as otherwise required by Section 409A of the Internal Revenue Code of 1986, as amended.

Remarks:

	Jennifer A. D'Alessandro, as attorney-in-fact	01/17/2018
	** 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).
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