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^*

Dolan Brian T.

(Last)

(First)

(Middle)

C/O MOLYCORP, INC.

5619 DENVER TECH CENTER PKWY, STE 1000

(Street)

GREENWOOD VILLAGE

80111

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/29/2010

3. Issuer Name and Ticker or Trading Symbol
Molycorp, Inc. [ MCP ]

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

X	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)

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)
Class A Common Stock⁽¹⁾	⁽²⁾	⁽²⁾	Common Stock	⁽²⁾	$0.00	I	See footnote⁽³⁾

Explanation of Responses:

1. The Reporting Person may be deemed to beneficially own 25,713,122.87 shares of Class A Common Stock.

2. As provided in the Issuer's Certificate of Incorporation, as amended, immediately prior to the consummation of the Issuer's initial public offering (the "IPO"), each share of Class A Common Stock will automatically convert into shares of Common Stock at a conversion ratio dependent on the return that holders of shares of Class A Common Stock receive. This return will be determined on the value of the outstanding equity of the Issuer immediately prior to the IPO based on the price of the Common Stock in the IPO as compared to the amount of total capital contributed by the holders of shares of Class A Common Stock plus a compounded annual rate of return of 10%.

3. Includes (a) 21,031,403.49 shares of Class A Common Stock held by Resource Capital Fund IV L.P., of which Resource Capital Associates IV L.P. is the general partner (RCA IV GP L.L.C. is the general partner of Resource Capital Associates IV L.P.) and (b) 4,681,719.38 shares of Class A Common Stock held by Resource Capital Fund V L.P., of which Resource Capital Associates V L.P. is the general partner (RCA V GP Ltd. is the general partner of Resource Capital Associates V L.P.). The Reporting Person is a shareholder and director of each of RCA IV GP L.L.C. and RCA V GP Ltd., which exercise voting and dispositive power over the shares held by Resource Capital Fund IV L.P. and Resource Capital Fund V L.P. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Andrea G. Leider, Attorney-in-Fact	07/29/2010
	** 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.