FORM 5
[ ] 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 		UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

                                                                                  

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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
                      

1. Name and Address of Reporting Person *

Karayannopoulos Constantine

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)

(Last)          (First)          (Middle)

C/O MOLYCORP, INC.,  6400 S FIDDLERS GREEN CIRCLE, SUITE 1610

3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2015 
(Street)

GREENWOOD VILLAGE, CO 80111

(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Amount (A) or (D) Price
Common Stock   12/24/2015     G   (1) 175596   D $0   41877   D    
Common Stock                 198   I   By Spouse  

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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
(MM/DD/YYYY) 		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 at End of Issuer's Fiscal Year
(Instr. 4) 		10. Ownership Form of Derivative Security: 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
Exchangeable Shares     12/24/2015     G      3866      (2)   (2) Common Stock   3866.0   $0   0   I   By Spouse  
Exchangeable Shares     12/24/2015     G      14324      (2)   (2) Common Stock   14324.0   $0   0   D    
5.50% Convertible Senior Notes due 2018     12/24/2015     G      100000      (3)   (3) Common Stock     $0   0   D    
6.00% Convertible Senior Notes due 2017     12/24/2015     G      100000      (4)   (4) Common Stock     $0   $0   D    

Explanation of Responses:
( 1)  Gifted to a family member for estate planning purposes.
( 2)  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.
( 3)  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.
( 4)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Karayannopoulos Constantine
C/O MOLYCORP, INC.
6400 S FIDDLERS GREEN CIRCLE, SUITE 1610
GREENWOOD VILLAGE, CO 80111 		X



Signatures
/s/ Alexander D. Caldwell, as Attorney-in-Fact for Constantine E. Karayannopoulos 2/16/2016
** 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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