Statement of Changes in Beneficial Ownership (4)
April 02 2014 - 6:51PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
KRISTOFF MARK
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2. Issuer Name
and
Ticker or Trading Symbol
Molycorp, Inc.
[
MCP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O MOLYCORP, INC., 5619 DENVER TECH CTR. PKWY., SUITE 1000
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/31/2014
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(Street)
GREENWOOD VILLAGE, CO 80111
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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3/31/2014
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M
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41
(1)
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A
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$0
(2)
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518629
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D
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Common Stock
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3388232
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I
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See footnote
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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(2)
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3/31/2014
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M
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41
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(4)
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(4)
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Common Stock
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41.0
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$0
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45860
(5)
(6)
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D
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Explanation of Responses:
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(
1)
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The Reporting Person has deferred the receipt of these shares of the Issuer's common stock until the Reporting Person's separation from service as a director of the Issuer.
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(
2)
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Each restricted stock unit ("RSU") represents the right to receive one share of the Issuer's common stock.
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(
3)
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Represents shares of record held by TNA Moly Group LLC. The Reporting Person is the Chief Executive Officer of Traxys North America LLC and TNA Moly Group LLC. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any.
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(
4)
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These RSUs vested on the third anniversary of the original grant date and are payable in the Issuer's common stock after the Reporting Person's separation from service as a director of the Issuer, as elected by the Reporting Person.
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(
5)
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This total number of RSUs includes previously-granted RSUs with different vesting and payment terms.
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(
6)
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This amount reflects the correction of an inadvertent administrative error in the reporting of total holdings on the Reporting Person's prior report.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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KRISTOFF MARK
C/O MOLYCORP, INC.
5619 DENVER TECH CTR. PKWY., SUITE 1000
GREENWOOD VILLAGE, CO 80111
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X
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Signatures
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/s/ Alexander D. Caldwell, as Attorney-in-Fact for Mark Kristoff
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4/2/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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