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*
Marchese Anthony G.
(Last) (First) (Middle)
C/O TEXAS RARE EARTH RESOURCES CORP.
539 EL PASO STREET
(Street)
SIERRA BLANCA TX 79851
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Texas Rare Earth Resources Corp. [ TRER ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2011
4. 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 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 12/30/2011 X 125,000 A $0.5 250,000 I By Insiders Trend Fund, L.P.(1)
Common Stock 12/30/2011 X 62,500 A $0.75 312,500 I By Insiders Trend Fund, L.P.(1)
Common Stock 362,500 D
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
Employee Stock Option (Right to Buy) $2.5 03/01/2011 A 150,000 03/01/2011 03/01/2016 Common Stock 150,000 $0.0 150,000 D
Employee Stock Option (Right to Buy) $2.5 12/19/2012 D 150,000 03/01/2011 03/01/2016 Common Stock 150,000 (2) 0 D
Employee Stock Option (Right to Buy) $1 12/19/2012 A 150,000 03/01/2011 03/01/2016 Common Stock 150,000 (2) 150,000 D
Employee Stock Option (Right to Buy) $4.15 05/03/2011 A 175,000 05/03/2011 05/03/2016 Common Stock 175,000 $0 175,000 D
Employee Stock Option (Right to Buy) $4.15 12/19/2012 D 175,000 05/03/2011 05/03/2016 Common Stock 175,000 (3) 0 D
Employee Stock Option (Right to Buy) $1 12/19/2012 A 175,000 05/03/2011 05/03/2016 Common Stock 175,000 (3) 175,000 D
Employee Stock Option (Right to Buy) $2.6 07/26/2011 A 45,000 07/26/2011 01/26/2015 Common Stock 45,000 $0 45,000 D
Employee Stock Option (Right to Buy) $2.6 12/19/2012 D 45,000 07/26/2011 01/26/2015 Common Stock 45,000 (4) 0 D
Employee Stock Option (Right to Buy) $1 12/19/2012 A 45,000 07/26/2011 01/26/2015 Common Stock 45,000 (4) 45,000 D
Employee Stock Option (Right to Buy) $1.51 12/30/2011 A 100,000 12/30/2011 12/30/2021 Common Stock 100,000 $0 100,000 D
Employee Stock Option (Right to Buy) $1.51 12/19/2012 D 100,000 12/30/2011 12/30/2021 Common Stock 100,000 (5) 0 D
Employee Stock Option (Right to Buy) $1 12/19/2012 A 100,000 12/30/2011 12/30/2021 Common Stock 100,000 (5) 100,000 D
Class A Warrants $0.5 12/30/2011 X 125,000 10/15/2009 12/31/2011 Common Stock 125,000 $0 0 I By Insiders Trend Fund, L.P.(1)
Class B Warrants $0.75 12/30/2011 X 62,500 10/15/2009 12/31/2011 Common Stock 62,500 $0 0 I By Insiders Trend Fund, L.P.(1)
Explanation of Responses:
1. The reporting person serves as the general partner and chief investment officer of Insiders Trend Fund, L.P.
2. On December 19, 2012, the reporting person agreed to cancellation of an option granted to him on March 1, 2011, in exchange for a new option having a lower exercise price.
3. On December 19, 2012, the reporting person agreed to cancellation of an option granted to him on May 3, 2011, in exchange for a new option having a lower exercise price.
4. On December 19, 2012, the reporting person agreed to cancellation of an option granted to him on July 26, 2011, in exchange for a new option having a lower exercise price.
5. On December 19, 2012, the reporting person agreed to cancellation of an option granted to him on December 30, 2011, in exchange for a new option having a lower exercise price.
Remarks:
/s/ Anthony G. Marchese 10/15/2013
** 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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