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*
Resource Capital Fund IV LP

(Last) (First) (Middle)
1400 SIXTEENTH STREET, SUITE 200

(Street)
DENVER CO 80202

(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)
06/15/2011
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 06/15/2011 S 5,747,883(1) D $51 13,843,863(2) I See footnote(2)
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*
Resource Capital Fund IV LP

(Last) (First) (Middle)
1400 SIXTEENTH STREET, SUITE 200

(Street)
DENVER CO 80202

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Resource Capital Associates IV L.P.

(Last) (First) (Middle)
1400 SIXTEENTH STREET, SUITE 200

(Street)
DENVER CO 80202

(City) (State) (Zip)
1. Name and Address of Reporting Person*
RCA IV GP L.L.C.

(Last) (First) (Middle)
1400 SIXTEENTH STREET, SUITE 200

(Street)
DENVER CO 80202

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Resource Capital Fund V L.P.

(Last) (First) (Middle)
1400 SIXTEENTH STREET, SUITE 200

(Street)
DENVER CO 80202

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Resource Capital Associates V L.P.

(Last) (First) (Middle)
1400 SIXTEENTH STREET, SUITE 200

(Street)
DENVER CO 80202

(City) (State) (Zip)
1. Name and Address of Reporting Person*
RCA V GP LTD.

(Last) (First) (Middle)
1400 SIXTEENTH STREET, SUITE 200

(Street)
DENVER CO 80202

(City) (State) (Zip)
Explanation of Responses:
1. Represents 4,584,818 shares beneficially owned by Resource Capital Fund IV L.P. ("RCF IV") and 1,163,065 shares beneficially owned by Resource Capital Fund V L.P. ("RCF V"). Such shares were held of record at the time of sale by RCF US Holdings L.P. for and on behalf of RCF IV and RCF V, respectively.
2. Represents 11,042,605 shares held of record by RCF IV and 2,801,258 shares held of record by RCF V. Resource Capital Associates IV L.P. ("RCA IV"), as the sole general partner of RCF IV, and RCA IV GP L.L.C. ("GPLLC"), as the sole general partner of RCA IV, may be deemed to beneficially own such shares held of record by RCF IV. Resource Capital Associates V L.P. ("RCA V"), as the sole general partner of RCF V, and RCA V GP LTD. ("GPLTD"), as the sole general partner of RCA V, may be deemed to beneficially own such shares held of record by RCF V. Each of RCA IV and GPLLC disclaim beneficial ownership of all shares held of record by RCF IV in which each does not have an actual pecuniary interest. Each of RCA V and GPLTD disclaim beneficial ownership of all shares held of record by RCF V in which each does not have an actual pecuniary interest.
Remarks:
/s/ Sherri A. Croasdale, Resource Capital Fund IV L.P. 06/17/2011
/s/ Sherri A. Croasdale, Resource Capital Assocaites IV L.P. 06/17/2011
/s/ Sherri A. Croasdale, RCF IV GP L.L.C. 06/17/2011
/s/ Sherri A. Croasdale, Resource Capital Fund V L.P. 06/17/2011
/s/ Sherri A. Croasdale, Resource Capital Associates V L.P. 06/17/2011
/s/ Sherri A. Croasdale, RCF V GP Ltd. 06/17/2011
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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