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*
BYERS GEORGE G

(Last) (First) (Middle)
C/O RARE ELEMENT RESOURCES LTD.
325 HOWE STREET, SUITE 410

(Street)
VANCOUVER A1 V6C 1Z7

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/30/2011
3. Issuer Name and Ticker or Trading Symbol
RARE ELEMENT RESOURCES LTD [ REE ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP, Govt & Community Relations
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 50,000 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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (Right to Buy) 01/11/2011 (1) 01/11/2016 Common Stock 30,000 15.16 (3) D
Employee Stock Options (Right to Buy) 03/16/2011 (2) 03/16/2016 Common Stock 70,000 10.5 (3) D
Explanation of Responses:
1. The options vest as follows: 20% of the options vest 4 months from January 11, 2011 (the "Grant Date"); 20% of the options vest 8 months from the Grant Date; 20% of the options vest 12 months from the Grant Date; 20% of the options vest 15 months from the Grant Date; 20% of the options vest 18 months from the Grant Date.
2. The options vest as follows: 20% of the options vest 4 months from March 16, 2011 (the "Grant Date"); 20% of the options vest 8 months from the Grant Date; 20% of the options vest 12 months from the Grant Date; 20% of the options vest 15 months from the Grant Date; 20% of the options vest 18 months from the Grant Date.
3. Exercise price is reflected in Canadian dollars.
Remarks:
/s/ George G. Byers 06/29/2011
** 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.
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