SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Pacific Road Capital Management G.P. Ltd

(Last)

(First)

(Middle)

190 ELGIN AVENUE

(Street)

GEORGE TOWN, GRAND CAYMAN

KY1-9007

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/09/2017

3. Issuer Name and Ticker or Trading Symbol
URANIUM ENERGY CORP [ UEC ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾⁽¹²⁾⁽¹³⁾	3,416,732	I	See footnote.⁽²⁾
Common Stock⁽¹⁾⁽¹²⁾⁽¹³⁾	3,416,732	I	See footnote.⁽³⁾
Common Stock⁽¹⁾⁽¹²⁾⁽¹³⁾	2,847,277	I	See footnote.⁽⁴⁾
Common Stock⁽¹⁾⁽¹²⁾⁽¹³⁾	2,002,661	I	See footnote.⁽⁵⁾
Common Stock⁽¹⁾⁽¹²⁾⁽¹³⁾	2,895,336	I	See footnote.⁽⁶⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants⁽¹⁾⁽¹²⁾⁽¹³⁾	08/09/2017	08/09/2022	Common Stock	2,578,005	$2.3	I	See footnote.⁽⁷⁾
Warrants⁽¹⁾⁽¹²⁾⁽¹³⁾	08/09/2017	08/09/2022	Common Stock	2,578,005	$2.3	I	See footnote.⁽⁸⁾
Warrants⁽¹⁾⁽¹²⁾⁽¹³⁾	08/09/2017	08/09/2022	Common Stock	2,148,337	$2.3	I	See footnote.⁽⁹⁾
Warrants⁽¹⁾⁽¹²⁾⁽¹³⁾	08/09/2017	08/09/2022	Common Stock	1,511,054	$2.3	I	See footnote.⁽¹⁰⁾
Warrants⁽¹⁾⁽¹²⁾⁽¹³⁾	08/09/2017	08/09/2022	Common Stock	2,184,599	$2.3	I	See footnote.⁽¹¹⁾

Explanation of Responses:

1. Each of Pacific Road Resources Reno Creek Cayco 1 Ltd. ("PR Cayco 1"), Pacific Road Resources Reno Creek Cayco 2 Ltd. ("PR Cayco 2"), Pacific Road Resources Reno Creek Cayco 3 Ltd. ("PR Cayco 3"), Pacific Road Resources Reno Creek Cayco 4 Ltd. ("PR Cayco 4") and Reno Creek Unit Trust ("Trust", and together with PR Cayco 1, PR Cayco 2, PR Cayco 3 and PR Cayco 4, the "Parties") acted together in negotiating the sale to the Issuer of the Parties' common shares of Reno Creek Holdings Inc. in consideration for the Common Shares and warrants described in this Form 3 (the "Transaction"). The Parties may be deemed to be a "group", pursuant to Section 13(d)(3) Securities Exchange Act of 1934 (the "Exchange Act"), by virtue of together negotiating and being signatories to the share purchase agreement with Uranium Energy Corp. (the "Issuer") relating to the Transaction.

2. Pacific Road Capital Management G.P. Limited ("PRGP") is filing this Form 3 because it may be deemed to have voting and dispositive power and, therefore, beneficial ownership over the shares of common stock, par value $0.001 ("Common Shares") of the Issuer held by PR Cayco 1 by virtue of PRGP being the general partner of Pacific Road Resources Reno Creek AIV 1 LP ("AIV 1"), the sole shareholder of PR Cayco 1.

3. PRGP may be deemed to have voting and dispositive power and, therefore, beneficial ownership over the Common Shares of the Issuer held by PR Cayco 2 by virtue of PRGP being the general partner of Pacific Road Resources Reno Creek AIV 2 LP ("AIV 2"), the sole shareholder of PR Cayco 2.

4. PRGP may be deemed to have voting and dispositive power and, therefore, beneficial ownership over the Common Shares of the Issuer held by PR Cayco 3 by virtue of PRGP being the general partner of Pacific Road Resources Reno Creek AIV 3 LP ("AIV 3"), the sole shareholder of PR Cayco 3.

5. PRGP may be deemed to have voting and dispositive power and, therefore, beneficial ownership over the Common Shares of the Issuer held by PR Cayco 4 by virtue of PRGP being the general partner of Pacific Road Resources Reno Creek AIV 4 LP ("AIV 4"), the sole shareholder of PR Cayco 4.

6. Represents 2,895,336 Common Shares of the Issuer held by the Trust. Voting and dispositive decisions for the Trust are made by its trustee, PRCM Nominees Pty Limited. PRGP disclaims beneficial ownership of such Common Shares.

7. Represents 2,578,005 Common Shares underlying a warrant granted to PR Cayco 1 on August 9, 2017. PRGP may be deemed to have voting and dispositive power and, therefore, beneficial ownership over the warrant and Common Shares upon exercise of such warrant by virtue of PRGP being the general partner of AIV 1, the sole shareholder of PR Cayco 1. The exercise price is subject to adjustments upon the occurrence of certain events, such as stock dividends and splits, rights offerings, special distributions and certain other transactions.

8. Represents 2,578,005 Common Shares underlying a warrant granted to PR Cayco 2 on August 9, 2017. PRGP may be deemed to have voting and dispositive power and, therefore, beneficial ownership over the warrant and Common Shares upon exercise of such warrant by virtue of PRGP being the general partner of AIV 2, the sole shareholder of PR Cayco 2. The exercise price is subject to adjustments upon the occurrence of certain events, such as stock dividends and splits, rights offerings, special distributions and certain other transactions.

9. Represents 2,148,337 Common Shares underlying a warrant granted to PR Cayco 3 on August 9, 2017. PRGP may be deemed to have voting and dispositive power and, therefore, beneficial ownership over the warrant and Common Shares upon exercise of such warrant by virtue of PRGP being the general partner of AIV 3, the sole shareholder of PR Cayco 3. The exercise price is subject to adjustments upon the occurrence of certain events, such as stock dividends and splits, rights offerings, special distributions and certain other transactions.

10. Represents 1,511,054 Common Shares underlying a warrant granted to PR Cayco 4 on August 9, 2017. PRGP may be deemed to have voting and dispositive power and, therefore, beneficial ownership over the warrant and Common Shares upon exercise of such warrant by virtue of PRGP being the general partner of AIV 4, the sole shareholder of PR Cayco 4. The exercise price is subject to adjustments upon the occurrence of certain events, such as stock dividends and splits, rights offerings, special distributions and certain other transactions.

11. Represents 2,184,599 Common Shares underlying a warrant granted to the Trust on August 9, 2017. PRGP disclaims beneficial ownership of the warrant and Common Shares upon exercise of such warrant. The exercise price is subject to adjustments upon the occurrence of certain events, such as stock dividends and splits, rights offerings, special distributions and certain other transactions.

12. By virtue of the transactions described herein and in that certain statement on Schedule 13G filed on August 18, 2017, by the Reporting Person, pursuant to Section 13(d)(3) of the Exchange Act, the Reporting Person and the other persons listed therein may be considered to be a "group"; however, neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by such persons that such a group exists.

13. The Reporting Person does not directly own any Common Shares or warrants. The filing of this statement shall not be deemed, or construed as, an admission that PRGP is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of Cayco 1, Cayco 2, Cayco 3, Cayco 4, AIV 1, AIV 2, AIV 3, AIV 4, the Trust, PRCM Nominees Pty Limited and PRGP disclaims beneficial ownership of such Common Shares and warrants except to the extent of their pecuniary interest therein.

	/s/ Pacific Road Capital Management G.P. Limited by Evan Burtton, its director	08/18/2017
	** 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 5 (b)(v).
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