SEC Form 5 · accession 0001489137-16-000088
Molycorp, Inc. · MCP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Constantine Karayannopoulos
Director
Period of report
Dec 31, 2015
Accepted (ET)
Feb 16, 2016 · 4:32 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001489137
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Dec 24, 2015 | G | 175,596 | $0.00 | D | 41,877 | D | |
| Common Stock | holding | — | — | — | 198 | I | By Spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Exchangeable SharesF1,F2 | — | Dec 24, 2015 | G | 3,866 | D | — | — | Common Stock | 3,866 | 0 | I |
| Exchangeable SharesF1,F2 | — | Dec 24, 2015 | G | 14,324 | D | — | — | Common Stock | 14,324 | 0 | D |
| 5.50% Convertible Senior Notes due 2018F1,F3 | — | Dec 24, 2015 | G | 100,000 | D | — | — | Common Stock | — | 0 | D |
| 6.00% Convertible Senior Notes due 2017F1,F4 | — | Dec 24, 2015 | G | 100,000 | D | — | — | Common Stock | — | — | D |
Explanation of responses
- F1Gifted to a family member for estate planning purposes.
- F2The Exchangeable Shares, together with the ancillary rights that form a part of them, represent securities of MCP Exchangeco Inc. ("Exchangeco"), a British Columbian subsidiary of the Issuer. The Exchangeable Shares are exchangeable for no additional consideration, at the election of the holder, on a one-for-one basis for shares of the Issuer's common stock. The Exchangeable Shares have no expiration date; however, the Exchangeable Shares are subject to the right of the Issuer and MCP Callco Inc., a British Columbian subsidiary of the Issuer, to (i) call such shares upon an anticipated liquidation, dissolution or winding-up of Exchangeco, or upon certain changes in law, and (ii) redeem such shares on or after the six-year anniversary of their issuance upon the occurrence of certain enumerated events.
- F3The 5.50% Convertible Senior Notes due 2018 (the "Notes") are convertible at any time prior to the close of business on the second scheduled trading day immediately preceding February 1, 2016. The conversion rate for the Notes is initially 138.8889 shares of Issuer common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of $7.20 per share of Issuer common stock), subject to adjustment, pursuant to the terms of the Notes.
- F4The 6.00% Convertible Senior Notes due 2017 (the "Notes") are convertible at any time prior to the close of business on the second scheduled trading day immediately preceding September 1, 2017. The conversion rate for the Notes is initially 83.3333 shares of Issuer common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of $12.00 per share of Issuer common stock), subject to adjustment, pursuant to the terms of the Notes.