0001019056-15-000939.txt : 20151208 0001019056-15-000939.hdr.sgml : 20151208 20151208151117 ACCESSION NUMBER: 0001019056-15-000939 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20151207 FILED AS OF DATE: 20151208 DATE AS OF CHANGE: 20151208 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Texas Rare Earth Resources Corp. CENTRAL INDEX KEY: 0001445942 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 870294969 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 BUSINESS ADDRESS: STREET 1: 539 EL PASO STREET CITY: SIERRA BLANCA STATE: TX ZIP: 79851 BUSINESS PHONE: (915) 369-2133 MAIL ADDRESS: STREET 1: 539 EL PASO STREET CITY: SIERRA BLANCA STATE: TX ZIP: 79851 FORMER COMPANY: FORMER CONFORMED NAME: Standard Silver Corp. DATE OF NAME CHANGE: 20080924 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SC Fundamental LLC Employee Savings & Profit Sharing Plan CENTRAL INDEX KEY: 0001325913 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53482 FILM NUMBER: 151275523 BUSINESS ADDRESS: STREET 1: C/O SC FUNDAMENTAL LLC STREET 2: 747 THIRD AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-888-9100 MAIL ADDRESS: STREET 1: C/O SC FUNDAMENTAL LLC STREET 2: 747 THIRD AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hurwitz David A. CENTRAL INDEX KEY: 0001463590 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53482 FILM NUMBER: 151275524 MAIL ADDRESS: STREET 1: C/O SC FUNDAMENTAL LLC STREET 2: 747 THIRD AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bird John T CENTRAL INDEX KEY: 0001322351 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53482 FILM NUMBER: 151275525 MAIL ADDRESS: STREET 1: C/O SC FUNDAMENTAL LLC STREET 2: 747 THIRD AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KOFFLER NEIL H CENTRAL INDEX KEY: 0001218620 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53482 FILM NUMBER: 151275526 MAIL ADDRESS: STREET 1: C/O SC FUNDAMENTAL LLC STREET 2: 420 LEXINGTON AVE STE.2601 CITY: NEW YORK STATE: NY ZIP: 10170 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COLLERY PETER M CENTRAL INDEX KEY: 0001061883 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53482 FILM NUMBER: 151275527 MAIL ADDRESS: STREET 1: 10 EAST 50TH ST STREET 2: 21ST FL CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SC Fundamental Value Fund, L.P. CENTRAL INDEX KEY: 0001322318 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53482 FILM NUMBER: 151275529 BUSINESS ADDRESS: STREET 1: C/O SC FUNDAMENTAL LLC STREET 2: 747 THIRD AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-888-9100 MAIL ADDRESS: STREET 1: C/O SC FUNDAMENTAL LLC STREET 2: 747 THIRD AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SC FUNDAMENTAL LLC CENTRAL INDEX KEY: 0001122345 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53482 FILM NUMBER: 151275528 BUSINESS ADDRESS: STREET 1: 747 THIRD AVENUE STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128889100 MAIL ADDRESS: STREET 1: 747 THIRD AVENUE STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 4 1 texasrare_4.xml OWNERSHIP DOCUMENT X0306 4 2015-12-07 0 0001445942 Texas Rare Earth Resources Corp. TRER 0001322318 SC Fundamental Value Fund, L.P. 747 THIRD AVENUE 27TH FLOOR NEW YORK NY 10017 0 0 1 0 0001122345 SC FUNDAMENTAL LLC 747 THIRD AVENUE 27TH FLOOR NEW YORK NY 10017 0 0 1 0 0001061883 COLLERY PETER M PETER COLLERY & SC FUND MGMT LLC PSP 747 THIRD AVENUE, 27TH FLOOR NEW YORK NY 10017 0 0 1 0 0001218620 KOFFLER NEIL H 747 THIRD AVENUE 27TH FLOOR NEW YORK NY 10017 0 0 1 0 0001322351 Bird John T 747 THIRD AVENUE 27TH FLOOR NEW YORK NY 10017 0 0 1 0 0001463590 Hurwitz David A. 747 THIRD AVENUE 27TH FLOOR NEW YORK NY 10017 0 0 1 0 0001325913 SC Fundamental LLC Employee Savings & Profit Sharing Plan 747 THIRD AVENUE 27TH FLOOR NEW YORK NY 10017 0 0 1 0 Common Stock 2015-12-07 4 P 0 1000000 0.20 A 4431276 D Common Stock 2015-12-07 4 P 0 750000 0.20 A 5181276 I See Footnotes Warrants 0.35 2015-12-07 4 P 0 2000000 0.20 A 2015-12-07 2020-12-07 Warrants 2000000 3876624 D Warrants 0.35 2015-12-07 4 P 0 1500000 0.20 A 2015-12-07 2020-12-07 Warrants 1500000 5376624 I See Footnotes This Form 4 is being filed by SC Fundamental Value Fund, LP (the " Fund") on behalf of itself and SC Fundamental, LLC (the "General Partner"), SC Fundamental LLC Employee Savings and Profit Sharing Plan (now known as, SC Fund Management LLC Profit Sharing Plan) (the "Plan") and Peter M. Collery ("Collery"), Neil H. Koffler ("Koffler"), John T. Bird ("Bird") and David A. Hurwitz ("Hurwitz" collectively and with Collery, Loffler and Bird, the "Members"). Collery is the President and a member of the General Partner and Koffler, Bird and Hurwitz are Vice Presidents and members of the General Partner. Collery is a Trustee of the Plan. The purchases described herein are for Units (the "Units"). Each Unit consists of one share of common stock and two warrants which each are exercisable for one share of common stock subject to the terms set forth herein. The price of $0.20 reflects the price per Unit. The amount of 1,000,000 in Table I reflects the amount of common stock purchased by the Fund in the transaction requiring the filing of this statement. The amount of 4,431,276 in Table I reflects the amount of common stock purchased by the Fund immediately following the transaction requiring the filing of this statement. The amount of 2,000,000 in Table II reflects the amount of warrants purchased by the Fund in the transaction requiring the filing of this statement. The amount of 4,876,624 in Table II reflects the amount of warrants pruchased by the Fund immediately following the transaction requiring the filing of this statement. (Continued from Footnote 2) In accordance with Instruction 5(b)(iv) of Form 4, the entire amount of the Issuer's securities held by the Fund is reported herein. Each of the General Partner and the Members, disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either the General Partner, the Members are the beneficial owner of such securities for purposes of Section 16 or for any other purposes. The amount of 750,000 in Table I reflects the amount of common stock purchased by the Plan in the transaction requiring the filing of this statement. The amount of 5,181,276 in Table I reflects the amount of common stock purchased by the Fund and the Plan collectively immediately following the transaction requiring the filing of this statement. The amount of 1,500,000 in Table II reflects the amount of warrants pirchased by the Plan in the transaction requiring the filing of this statement. The amount of 5,376,624 in Table II reflects the amount of warrants purchased by the Fund and the Plan collectively immediately following the transaction requiring the filing of this statement. (Continued from Footnote 4) In accordance with Instruction 5(b)(iv) of Form 4, the entire amount of the Issuer's securities held by the Plan is reported herein. Collery is the trustee of the Plan and disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either the Plan or Collery are the beneficial owner of such securities for purposes of Section 16 or for any other purposes. /s/ Neil H. Koffler, Vice President of SC Fundamental, LLC, its General Partner 2015-12-07 EX-24 2 ex_24.htm EXHIBIT 24

Exhibit 24

Information Regarding Joint Filers

Designated Filer of Form 4: SC Fundamental, LLC

Date of Earliest Transaction Required to be Reported: December 7, 2015

Issuer Name and Ticker Symbol: Texas Rare Earth Resources Corp, (TRER)


Names:	SC Fundamental Value Fund, LP, SC Fund Management LLC Profit Sharing Plan, Peter M. Collery, SC Fundamental, LLC, Neil H. Koffler, John T. Bird and David H. Hurwitz


Address:	SC Fundamental, LLC
	747 Third Avenue, 27th Floor
	New York, NY 10017

Signatures:

The undersigned, SC Fundamental Value Fund, LP, SC Fundamental, LLC, SC Fund Management LLC Profit Sharing Plan, John T Bird, David H, Hurwitz, Peter M. Collery and Neil H. Koffler, are jointly filing the attached Statement of Changes in Beneficial Ownership of Securities on Form 4 with respect to the beneficial ownership of securities of Texas Rare Earth Resources Corp.

SC FUNDAMENTAL VALUE FUND, LP

By: SC FUNDAMENTAL, LLC, its general partner

By: /s/ Neil H. Koffler

Neil H. Koffler, Vice President of SC Fundamental, LLC, its General Partner

SC FUND MANAGEMENT LLC PROFIT SHARING PLAN

By: /s/ Peter Collery, its trustee

Peter Collery, Trustee

SC FUNDAMENTAL, LLC

By: /s/ Neil H. Koffler

Neil H. Koffler, Vice President

JOHN T. BIRD

By: /s/ John T. Bird

John T. Bird

DAVID H. HURWITZ

By: /s/ David H. Hurwitz

David H. Hurwitz

PETER M. COLLERY

By: /s/ Peter M. Collery

Peter M. Collery

NEIL H. KOFFLER

By: /s/ Neil H. Koffler

Neil H. Koffler