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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* SC Fundamental Value Fund, L.P. (Last) (First) (Middle) 747 THIRD AVENUE 27TH FLOOR (Street) NEW YORK NY 10017 (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) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/07/2015
	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	12/07/2015		P		1,000,000	A	$0.2	4,431,276	D(1)(2)(3)
Common Stock	12/07/2015		P		750,000	A	$0.2	5,181,276	I	See Footnotes(1)(4)(5)

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
Warrants	$0.35	12/07/2015		P		2,000,000		12/07/2015	12/07/2020	Warrants	2,000,000	$0.2	3,876,624	D(1)(2)(3)
Warrants	$0.35	12/07/2015		P		1,500,000		12/07/2015	12/07/2020	Warrants	1,500,000	$0.2	5,376,624	I	See Footnotes(1)(4)(5)

1. Name and Address of Reporting Person* SC Fundamental Value Fund, L.P. (Last) (First) (Middle) 747 THIRD AVENUE 27TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SC FUNDAMENTAL LLC (Last) (First) (Middle) 747 THIRD AVENUE 27TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* COLLERY PETER M (Last) (First) (Middle) PETER COLLERY & SC FUND MGMT LLC PSP 747 THIRD AVENUE, 27TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KOFFLER NEIL H (Last) (First) (Middle) 747 THIRD AVENUE 27TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Bird John T (Last) (First) (Middle) 747 THIRD AVENUE 27TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Hurwitz David A. (Last) (First) (Middle) 747 THIRD AVENUE 27TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SC Fundamental LLC Employee Savings & Profit Sharing Plan (Last) (First) (Middle) 747 THIRD AVENUE 27TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 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.

2. 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.

3. (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.

4. 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.

5. (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	12/07/2015
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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