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*
Karayannopoulos Constantine

(Last) (First) (Middle)
C/O MOLYCORP, INC.
5619 DENVER TECH CTR. PKWY., SUITE 1000

(Street)
GREENWOOD VILLAGE CO 80111

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/11/2012
3. Issuer Name and Ticker or Trading Symbol
Molycorp, Inc. [ MCP ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 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 3,265 D
Common Stock 198 I By Spouse
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
Exchangeable Shares (1) (1) Common Stock 14,324 (1) D
Exchangeable Shares (1) (1) Common Stock 3,866 (1) I By Spouse
Explanation of Responses:
1. 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.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Andrea G. Leider, as Attorney-in-Fact for Constantine Karayannopoulos 06/21/2012
** 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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