Sec Form 4 Filing - Wolfe Dr. James R. @ Texas Rare Earth Resources Corp. - 2016-01-08

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

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1. Name and Address of Reporting Person Wolfe Dr. James R. 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) (Last) (First) (Middle) C/O TEXAS RARE EARTH RESOURCES CORP., 539 EL PASO STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/08/2016 (Street) SIERRA BLANCA, TX79851 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

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 Director Stock Option (Right to Buy) $ 0.22 01/08/2016 A 50,000 01/08/2016 01/08/2021 Common Shares 50,000 $ 0 50,000 D Director Stock Option (Right to Buy) $ 0.45 01/08/2016 D 60,000 12/08/2013 12/08/2023 Common Shares 60,000 ( 1 ) 0 D Director Stock Option (Right to Buy) $ 0.2 01/08/2016 A 60,000 12/08/2013 12/08/2023 Common Shares 60,000 ( 1 ) 60,000 D Director Stock Option (Right to Buy) $ 0.45 01/08/2016 D 100,000 08/16/2012 08/15/2022 Common Shares 100,000 ( 2 ) 0 D Director Stock Option (Right to Buy) $ 0.2 01/08/2016 A 100,000 08/16/2012 08/15/2022 Common Shares 100,000 ( 2 ) 100,000 D Director Stock Option (Right to Buy) $ 0.45 01/08/2016 D 250,000 06/17/2013 06/17/2018 Common Shares 250,000 ( 3 ) 0 D Director Stock Option (Right to Buy) $ 0.2 01/08/2016 A 250,000 06/17/2013 06/17/2018 Common Shares 250,000 ( 3 ) 250,000 D Director Stock Option (Right to Buy) $ 0.45 01/08/2016 D 225,000 06/17/2013 06/17/2018 Common Shares 225,000 ( 4 ) 0 D Director Stock Option (Right to Buy) $ 0.2 01/08/2016 A 225,000 06/17/2013 06/17/2018 Common Shares 225,000 ( 4 ) 225,000 D Director Stock Option (Right to Buy) $ 0.22 01/08/2016 D 50,000 01/19/2015 01/19/2020 Common Shares 50,000 ( 5 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wolfe Dr. James R. C/O TEXAS RARE EARTH RESOURCES CORP. 539 EL PASO STREET SIERRA BLANCA, TX79851 X Signatures /s/ Dr. James, R. Wolfe 01/12/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person agreed to cancellation of an option granted on December 8, 2013, in exchange for a new option having a lower exercise price. ( 2 )The reporting person agreed to cancellation of an option granted on August 16, 2012, in exchange for a new option having a lower exercise price. ( 3 )The reporting person agreed to cancellation of an option granted on June 17, 2013, in exchange for a new option having a lower exercise price. The option vests as follows: 1/36th monthly, at the end of each month, beginning 6/30/2013. ( 4 )The reporting person agreed to cancellation of an option granted on June 17, 2013, in exchange for a new option having a lower exercise price. The option vests as follows: 1/36th monthly, at the end of each month, beginning 6/30/2013. ( 5 )The reporting person agreed to cancellation of an option granted on January 19, 2015 in exchange for a new option having a lower exercise price.

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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