Michael F. Doolan Form 5 Molycorp / Michael F. Doolan ownership change

SEC Form 5

FORM 5

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

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Doolan Michael F.

(Last) (First) (Middle)

C/O MOLYCORP, INC.

6400 S FIDDLERS GREEN CIRCLE, SUITE 1610

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive VP and CFO

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2015

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	12/23/2015		G(1)	25,000	D	$0	136,306	D

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
5.50% Convertible Senior Notes due 2018	(1)	12/23/2015		G		100,000	(2)	(2)	Common Stock	(2)	$0	0	D
6.00% Convertible Senior Notes due 2017	(1)	12/23/2015		G		200,000	(3)	(3)	Common Stock	(3)	$0	$0	D
Exchangeable Shares	(4)						(4)	(4)	Common Stock	11,910		11,910	D

Explanation of Responses:

1. Gifted to a family member for estate planning purposes.

2. 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.

3. The 6.00% Convertible Senior Notes due 2017 (the "Notes") are convertible at any time prior to the close of business on the second scheduled trading day immediately preceding September 1, 2017. The conversion rate for the Notes is initially 83.3333 shares of Issuer common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of $12.00 per share of Issuer common stock), subject to adjustment, pursuant to the terms of the Notes.

4. The Exchangeable Shares, together with the ancillary rights that form a part of them, represent securities of MCP Exchangeco Inc. ("Exchangeco"), a British Columbian subsidiary of the Issuer. The Exchangeable Shares are exchangeable for no additional consideration, at the election of the holder, on a one-for-one basis for shares of the Issuer's common stock. The Exchangeable Shares have no expiration date; however, the Exchangeable Shares are subject to the right of the Issuer and MCP Callco Inc., a British Columbian subsidiary of the Issuer, to (i) call such shares upon an anticipated liquidation, dissolution or winding-up of Exchangeco, or upon certain changes in law, and (ii) redeem such shares on or after the six-year anniversary of their issuance upon the occurrence of certain enumerated events.

Remarks:

	/s/ Alexander D. Caldwell, as Attorney-in-Fact for Michael F. Doolan	02/16/2016
	** 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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