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^*

HEILI WAYNE W.

(Last)

(First)

(Middle)

10758 W. CENTENNIAL ROAD

SUITE 200

(Street)

LITTLETON

80127

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2014

3. Issuer Name and Ticker or Trading Symbol
UR-ENERGY INC [ URG ]

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

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

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 Shares	128,532	D

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)
Restricted Share Units	⁽¹⁾	⁽¹⁾	Common Shares	52,519	⁽¹⁾	D
Common Share Options (Right to Buy)	⁽²⁾	09/02/2014	Common Shares	101,250	$0.9⁽⁶⁾	D
Common Share Options (Right to Buy)	⁽²⁾	03/05/2015	Common Shares	60,539	$0.81⁽⁶⁾	D
Common Share Options (Right to Buy)	⁽²⁾	01/28/2016	Common Shares	102,354	$2.87⁽⁶⁾	D
Common Share Options (Right to Buy)	⁽²⁾	07/07/2016	Common Shares	150,000	$1.57⁽⁶⁾	D
Common Share Options (Right to Buy)	⁽²⁾	09/09/2016	Common Shares	81,847	$1.17⁽⁶⁾	D
Common Share Options (Right to Buy)	⁽²⁾	01/12/2017	Common Shares	112,767	$0.91⁽⁶⁾	D
Common Share Options (Right to Buy)	⁽³⁾	12/07/2017	Common Shares	130,777	$0.76⁽⁶⁾	D
Common Share Options (Right to Buy)	⁽⁴⁾	04/25/2018	Common Shares	57,249	$0.77⁽⁶⁾	D
Common Share Options (Right to Buy)	⁽⁵⁾	12/27/2018	Common Shares	88,302	$1.2⁽⁶⁾	D

Explanation of Responses:

1. Each Restricted Share Unit ("RSU") entitles the holder to receive delivery of one common share upon satisfaction of the RSU vesting period. RSUs held by the reporting person will vest as follows: 14,096 on January 11, 2014, 16,347 on December 7, 2014, 11,038 on December 27, 2014 and 11,038 on December 27, 2015. At the Issuer's election, outstanding RSUs may be redeemed for cash.

2. Fully vested and currently exercisable.

3. Includes options to purchase 70,620 common shares that are vested and currently exercisable. Remaining options will vest as follows: 28,771 on January 22, 2014 and 31,386 on June 7, 2014.

4. Includes options to purchase 18,320 common shares that are vested and currently exercisable. Remaining options will vest as follows: 12,594 on January 24, 2014, 12,595 on June 10, 2014 and 13,740 on October 24, 2014.

5. Includes options to purchase 8,830 common shares that are vested and currently exercisable. Remaining options will vest as follows: 19,427 on May 13, 2014, 19,426 on September 27, 2014, 19,427 on February 11, 2015 and 21,192 on June 27, 2015.

6. Prices are expressed in Canadian dollars.

Remarks:

Exhibit List: Exhibit 24.1-Power of Attorney

	/s/ Wayne W. Heili	01/10/2014
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.