Sec Form 4 Filing - Adnani Amir @ URANIUM ENERGY CORP - 2013-01-23

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Adnani Amir 2. Issuer Name and Ticker or Trading Symbol URANIUM ENERGY CORP [ UEC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 1111 WEST HASTINGS STREET, SUITE 320 3. Date of Earliest Transaction (MM/DD/YY) 01/23/2013 (Street) VANCOUVER, A1V6E 2J3 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/23/2013 M 85,366 A $ 0.45 ( 1 ) 1,912,644 D Common Stock 01/23/2013 F 15,366 D $ 2.5 ( 1 ) 1,897,278 D Common Stock 01/23/2013 S 35,000 D $ 2.4891 1,862,278 D Common Stock 01/24/2013 S 22,000 D $ 2.4221 1,840,278 D Common Stock 01/25/2013 S 2,800 D $ 2.4107 1,837,478 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Options to Purchase $ 0.45 01/23/2013 M 85,366 01/02/2007 01/02/2017 Common stock 85,366 ( 2 ) 979,634 ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Adnani Amir 1111 WEST HASTINGS STREET SUITE 320 VANCOUVER, A1V6E 2J3 X President and CEO Signatures /s/ Amir Adnani 01/25/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person exercised options previously granted to him under the Company's stock incentive plan, electing to pay the exercise price pursuant to the deemed net-stock exercise provision of such plan. As such, the Issuer withheld from the shares issuable to the Reporting Person that number of shares having a fair market value equal to the aggregate exercise price (that being 15,366 shares at a fair market value of $2.50 per share), such that the Reporting Person was issued a total of 85,366 shares. ( 2 )Granted pursuant to and in accordance with the Company's stock incentive plan. ( 3 )Subsequent to the exercise of options as set forth in Table II above, the Reporting Person holds options to purchase an aggregate of 979,634 shares as follows: 139,634 shares at an exercise price of $0.45 per share expiring on January 2, 2017, 250,000 shares at an exercise price of $0.45 per share expiring on April 7, 2018, 250,000 shares at an exercise price of $2.40 per share expiring on August 26, 2019, 250,000 shares at an exercise price of $2.43 per share, expiring on August 13, 2020 and 90,000 shares at an exercise price of $2.78 per share, expiring on September 26, 2021.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.