UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Molycorp, Inc.
(Name of Issuer)
Common Stock, $0.001 Par Value
(Title of Class of Securities)
608753 109
(CUSIP Number)
Jonathan Director, Esq.
Traxys S.a.r.l.
825 Third Avenue, 9th Floor
New York, NY 10022
United States of America
(212) 918-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 30, 2011
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose 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. 608754 109 | Schedule 13D | Page 2 of 9 |
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 CONTROL NUMBER.
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (b) o |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions) WC |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER |
| 8 | SHARED VOTING POWER 0 |
| 9 | SOLE DISPOSITIVE POWER |
| 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% |
| 14 | TYPE OF REPORTING PERSON (See Instructions) PN |
| CUSIP No. 608754 109 | Schedule 13D | Page 3 of 9 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (b) o |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions) OO |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER |
| 8 | SHARED VOTING POWER 0 |
| 9 | SOLE DISPOSITIVE POWER |
| 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.0% |
| 14 | TYPE OF REPORTING PERSON (See Instructions) PN |
| CUSIP No. 608754 109 | Schedule 13D | Page 4 of 9 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (b) o |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions) OO |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER |
| 8 | SHARED VOTING POWER 0 |
| 9 | SOLE DISPOSITIVE POWER |
| 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.0% |
| 14 | TYPE OF REPORTING PERSON (See Instructions) PN |
| CUSIP No. 608754 109 | Schedule 13D | Page 5 of 9 |
AMENDMENT NO. 4 TO SCHEDULE 13D
This Amendment No. 4 to Schedule 13D (this “Amendment”) is being filed with the Securities and Exchange Commission (the “SEC”) on behalf of TNA Moly Group LLC, a Delaware limited liability company, T-II Holdings LLC, an Anguilla limited liability company, and Traxys S.a.r.l., a Luxembourg limited liability company (the “Reporting Persons”). This Amendment relates to the beneficial ownership of Common Stock, $0.001 par value per share (the “Common Stock”) of Molycorp, Inc. (the “Company”). This Amendment modifies the original Schedule 13D filed on August 16, 2010, the Amendment No. 1 to Schedule 13D filed on February 18, 2011, the Amendment No. 2 to Schedule 13D filed on June 6, 2011 and the Amendment No. 3 to Schedule 13D filed on June 28, 2011.
Item 2. Identity and Background.
The Reporting Persons filing this Amendment No. 4 to Schedule 13D are:
a. TNA Moly Group LLC (“TNA”), a Delaware limited liability company, whose address is c/o Traxys North America LLC, 825 Third Avenue, 9th Floor, New York, New York 10022. The principal business of TNA is to acquire, hold and dispose of the Common Stock reported herein.
b. T-II Holdings LLC (“T-II”), an Anguilla limited liability company, whose address is 825 Third Avenue, 9th Floor, New York, New York 10022. The principal business of T-II is to own the equity ownership interests in Traxys S.a.r.l.
c. Traxys S.a.r.l. (“Traxys Parent”), a Luxembourg private limited liability company and the parent company of TNA, whose address is 19-21 route d’ Arlon, Immeuble Serenity, Batiments C+D, 2nd floor, L-8009 STRASSEN, Grand-Duchy of Luxembourg. Traxys Parent is the only member of TNA with voting and control power. Traxys Parent is a holding company.
T-II may be deemed to be indirectly controlled by Pegasus Capital LLC (“Pegasus Capital”). Mr. Craig Cogut is the President and managing member of Pegasus Capital and may be deemed to indirectly control T-II. TNA, T-II and Traxys Parent have previously relied on the information disclosed in the amendments to Schedule 13D of Pegasus Capital and do not have independent knowledge of the matters disclosed in such documents.
During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction making such Reporting Person subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 4. Purpose of Transaction.
On November 30, 2011, all shares of Common Stock owned by TNA were distributed to its members, including Traxys Parent and certain executives of Traxy Parent. As a result, TNA has ceased to have sole voting and dispositive power over, and therefore beneficial ownership of, the shares reported herein. Traxys Parent may be deemed to have sole voting and dispositive power over the 3,388,232 shares of Common Stock received by it in the distribution, but has ceased to be deemed to have sole voting and dispositive power over, and therefore beneficial ownership of, the 847,058 shares of Common Stock distributed to other members of TNA.
| CUSIP No. 608754 109 | Schedule 13D | Page 6 of 9 |
Except as described in this Amendment, none of the Reporting Persons currently has any plans or proposals which relate to or would result in any of the actions or transaction specified in clauses (a) through (j) of Item 4 of Schedule 13D. Each of the Reporting Persons reserves the right to acquire or dispose of the securities of the Company, to exercise the rights described in Item 6, or to formulate other purposes, plans or proposals regarding the Company or its securities to the extent deemed available in light of general investment policies, market conditions and other factors.
Item 5. Interest in Securities of the Issuer.
As of November 30, 2011, Traxys Parent owns 3,388,232 shares of Common Stock. Based on the foregoing, Traxys Parent and T-II may be deemed to have sole voting and dispositive power over, and therefore beneficial ownership of, approximately 4.0% of the issued and outstanding Common Stock of the Company.
Each percentage of beneficial ownership referenced above is calculated based upon 83,896,087 shares of the Issuer reported to be outstanding as of November 9, 2011 in the Issuer’s Form 10-Q filed on November 10, 2011.
Except as described above, none of the Reporting Persons has effected any transactions with respect to the Common Stock of the Company during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
None.
Item 7. Material to Be Filed as Exhibits.
See the Index of Exhibits.
| CUSIP No. 608754 109 | Schedule 13D | Page 7 of 9 |
SIGNATURE
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.
| | | |
| November 30, 2011 | T-II HOLDINGS LLC | |
| | | |
| | | | |
| | By: | /s/ Mark S. Kristoff | |
| | | Name: Mark S. Kristoff | |
| | | Title: Chief Executive Officer | |
| | | | |
| | | | |
| | TRAXYS S.A.R.L. | |
| | | | |
| | By: | T-II Holdings LLC, Member | |
| | | | |
| | | | |
| | By: | /s/ Mark S. Kristoff | |
| | | Name: Mark S. Kristoff | |
| | | Title: Chief Executive Officer | |
| | | | |
| | | | |
| | TNA MOLY GROUP LLC | |
| | | | |
| | By: | Traxys North America LLC, Member | |
| | | | |
| | | | |
| | By: | /s/ Mark S. Kristoff | |
| | | Name: Mark S. Kristoff | |
| | | Title: Manager | |
| CUSIP No. 608754 109 | Schedule 13D | Page 8 of 9 |
Index of Exhibits.
| 99.1 | Joint Filing Agreement. |
