Molycorp (MCPIQ) Form 4 Molycorp / Charles R Henry 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^*

Henry Charles R

(Last) (First) (Middle)

C/O MOLYCORP, INC.

5619 DENVER TECH CTR. PKWY., SUITE 1000

(Street)

GREENWOOD VILLAGE CO 80111

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Molycorp, Inc. [ MCP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2015

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	06/01/2015		M		2,310	A	$0	2,333	D
Common Stock								1,410	I	By spouse's trust
Common Stock								133,166	I	By Reporting Person's trust
Common Stock								2,517	I	By non-issuer 401(k) plan

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	(1)	06/01/2015		M			2,310	(2)	(2)	Common Stock	2,310	$0	39,854(3)	D
5.50% Convertible Senior Notes due 2018	(4)							(4)	(4)	Common Stock	365,000		365,000	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents the right to receive one share of the Issuer's common stock.

2. These RSUs vested on the third anniversary of the original grant date and are payable in the Issuer's common stock.

3. This total number of RSUs includes previously-granted RSUs with different vesting and payment terms.

4. The 5.50% Convertible Senior Notes due 2018 (the "Notes") are convertible at any time prior to the close of business on the second scheduled trading day immediately preceding February 1, 2016. The conversion rate for the Notes is initially 138.8889 shares of Issuer common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of $7.20 per share of Issuer common stock), subject to adjustment, pursuant to the terms of the Notes.

Remarks:

	/s/ Alexander D. Caldwell, as Attorney-in-Fact for Charles R. Henry	06/03/2015
	** 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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