SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
COGUT CRAIG M

(Last) (First) (Middle)
99 RIVER ROAD

(Street)
COS COB CT 06807

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Molycorp, Inc. [ MCP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/16/2011
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
COMMON STOCK 03/16/2011 S 929,847 D $50 17,431,973 I Subsidiaries (1) (2) (3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
COGUT CRAIG M

(Last) (First) (Middle)
99 RIVER ROAD

(Street)
COS COB CT 06807

(City) (State) (Zip)
1. Name and Address of Reporting Person*
PEGASUS CAPITAL LLC

(Last) (First) (Middle)
99 RIVER ROAD

(Street)
COS COB CT 06807

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Pegasus Investors IV GP, LLC

(Last) (First) (Middle)
99 RIVER ROAD

(Street)
COS COB CT 06807

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Pegasus Investors IV, L.P.

(Last) (First) (Middle)
99 RIVER ROAD

(Street)
COS COB CT 06807

(City) (State) (Zip)
1. Name and Address of Reporting Person*
PEGASUS PARTNERS IV LP

(Last) (First) (Middle)
99 RIVER ROAD

(Street)
COS COB CT 06807

(City) (State) (Zip)
1. Name and Address of Reporting Person*
PEGASUS PARTNERS IV (AIV), L.P.

(Last) (First) (Middle)
99 RIVER ROAD

(Street)
COS COB CT 06807

(City) (State) (Zip)
1. Name and Address of Reporting Person*
PP IV Mountain Pass II, LLC

(Last) (First) (Middle)
99 RIVER ROAD

(Street)
COS COB CT 06807

(City) (State) (Zip)
1. Name and Address of Reporting Person*
PP IV MP AIV 1, LLC

(Last) (First) (Middle)
99 RIVER ROAD

(Street)
COS COB CT 06807

(City) (State) (Zip)
1. Name and Address of Reporting Person*
PP IV MP AIV 2, LLC

(Last) (First) (Middle)
99 RIVER ROAD

(Street)
COS COB CT 06807

(City) (State) (Zip)
1. Name and Address of Reporting Person*
PP IV MP AIV 3, LLC

(Last) (First) (Middle)
99 RIVER ROAD

(Street)
COS COB CT 06807

(City) (State) (Zip)
Explanation of Responses:
1. Craig Cogut may be deemed to indirectly control voting and investment power of shares of common stock owned by PP IV Mountain Pass II, LLC (6,135,886 shares), PP IV MP AIV 1, LLC (2,972,111 shares), PP IV MP AIV 2, LLC (1,085,601 shares) and PP IV MP AIV 3, LLC (1,085,601 shares). Pegasus Partners IV, L.P. controls PP IV Mountain Pass II, LLC and the general partner of Pegasus Partners IV, L.P. is Pegasus Investors IV, L.P. Pegasus Partners IV (AIV), L.P. controls PP IV MP AIV 1, LLC and the general partner of Pegasus Partners IV (AIV), L.P. is Pegasus Investors IV, L.P. The general partner of Pegasus Investors IV, L.P. is Pegasus Investors IV GP, L.L.C., of which Pegasus Capital LLC is the managing member. Craig Cogut is the managing member of Pegasus Capital LLC.
2. Pegasus Investors IV, L.P. is the managing member of PP IV Mountain Pass II, LLC, PP IV MP AIV 1, LLC, PP IV MP AIV 2, LLC and PP IV MP AIV 3, LLC. Craig Cogut may also be deemed to beneficially own an additional 6,152,774 common stock shares of the Issuer through TNA Moly Group LLC, which is indirectly controlled by Pegasus Capital LLC through T-II Holdings LLC, an Anguilla limited liability company. Craig Cogut is the managing member of Pegasus Capital LLC. Traxys North America LLC is the sole member of TNA Moly Group LLC and the management board of Traxys North America LLC has the power to vote or dispose of TNA Moly Group LLC's shares.
3. Each of Craig Cogut, Pegasus Capital LLC, Pegasus Investors IV GP, L.L.C., Pegasus Investors IV, L.P., Pegasus Partners IV, L.P. and Pegasus Partners IV (AIV), L.P., disclaims beneficial ownership of any of the Issuer's securities to which this report relates except to the extent of their respective indirect pecuniary interest therein and this report shall not be deemed an admission that any of Craig Cogut, Pegasus Capital LLC, Pegasus Investors IV GP, L.L.C., Pegasus Investors IV, L.P., Pegasus Partners IV, L.P. or Pegasus Partners IV (AIV), L.P. is the beneficial owner of such securities for purposes of Section 16 or any other purposes.
/s/ CRAIG COGUT 03/16/2011
PEGASUS CAPITAL LLC /s/ Craig Cogut, President 03/16/2011
PEGASUS INVESTORS IV GP, L.L.C. /s/ Alec Machiels, Vice President 03/16/2011
PEGASUS INVESTORS IV, L.P. By: Pegasus Investors IV GP, L.L.C., its general partner /s/ Alec Machiels, Vice President 03/16/2011
PEGASUS PARTNERS IV, L.P. By: Pegasus Investors IV, L.P., its general partner By: Pegasus Investors IV GP, L.L.C., its general partner /s/ Alec Machiels, Vice President 03/16/2011
PEGASUS PARTNERS IV (AIV), L.P. By: Pegasus Investors IV, L.P., its general partner By: Pegasus Investors IV GP, L.L.C., its general partner /s/ Alec Machiels, Vice President 03/16/2011
PP IV MOUNTAIN PASS II, LLC By: Pegasus Investors IV, L.P., its managing member By: Pegasus Investors IV GP, L.L.C., its general partner /s/ Alec Machiels, Vice President 03/16/2011
PP IV MP AIV 1, LLC By: Pegasus Investors IV, L.P., its managing member By: Pegasus Investors IV GP, L.L.C., its general partner /s/ Alec Machiels, Vice President 03/16/2011
PP IV MP AIV 2, LLC By: Pegasus Investors IV, L.P., its managing member By: Pegasus Investors IV GP, L.L.C., its general partner /s/ Alec Machiels, Vice President 03/16/2011
PP IV MP AIV 3, LLC By: Pegasus Investors IV, L.P., its managing member By: Pegasus Investors IV GP, L.L.C., its general partner /s/ Alec Machiels, Vice President 03/16/2011
** 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 4 (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).
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