Sec Form 4 Filing - KLENDA JEFFREY T. @ UR-ENERGY INC - 2018-12-14

Insider filing report for Changes in Beneficial Ownership
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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
KLENDA JEFFREY T.
2. Issuer Name and Ticker or Trading Symbol
UR-ENERGY INC [ URG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
10758 W. CENTENNIAL ROAD, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
12/14/2018
(Street)
LITTLETON, CO80127
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 Shares 12/17/2018 M 60,032 ( 5 ) ( 7 ) A $ 0.6866 ( 6 ) 2,753,013 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
Common share options (right to buy) $ 0.6802 ( 1 ) 12/14/2018 A 103,831 ( 2 ) 12/14/2023 Common shares 103,831 $ 0 1,231,165 D
Restricted share units (exchange for common stock) ( 3 ) 12/14/2018 A 25,958 ( 4 ) ( 4 ) Common shares 25,958 $ 0 198,103 D
Restricted Share Units (exchange for common stock) ( 3 ) 12/17/2018 M 84,530 ( 5 ) ( 5 ) Common shares 84,530 $ 0 113,573 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KLENDA JEFFREY T.
10758 W. CENTENNIAL ROAD
SUITE 200
LITTLETON, CO80127
X See Remarks
Signatures
/s/ L. Charles Laursen, L Charles Laursen pursuant to Power of Attorney 12/18/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The options were priced at $0.91 Canadian dollars. This is the U.S. dollar equivalent of the purchase price pursuant to the exchange rate as of the transaction date (Cdn$ 1.00 = US$0.7474) as reported by Bank of Canada on its website, www.bankofcanada.ca.
( 2 )Options vest from this grant and become exercisable as follows: 34,264 on December 14, 2019; 34,264 on December 14, 2020 and 35,303 on December 14, 2021.
( 3 )Each unit is redeemable upon vesting for one common share
( 4 )Units vest and become redeemable on December 14, 2020.
( 5 )On December 16,2016, the reporting person was granted 84,530 Restricted Share Units ("RSUs") vesting in two years. Subsequently, the Compensation Committee made the determinations to satisfy the RSU award by delivering common shares rather than cash. Under the terms of the Ur-Energy Inc. Restricted Share Unit Plan, each Restricted Share Unit awarded under the Plan is redeemed on or within thirty (30) days after the applicable redemption date for cash or common shares, as determined by the Compensation Committee of the Board.
( 6 )The common shares were priced at $0.92 Canadian dollars per share. $0.6866 is the U.S. dollar equivalent of the share price pursuant to the exchange rate as of the transaction date (CDN$ 1.00 = US$ 0.7463), as reported by the Bank of Canada on its website, www.bankofcanada.ca.
( 7 )The 24,498 shares withheld from issuance by the Company were solely for the purpose of satisfying the tax withholding obligation arising in connection with the vesting of the RSUs granted on December 16, 2016 under the terms of the Ur-Energy Inc. Restricted Share Unit Plan.

Remarks:
Board Chairman and Executive Director

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