Sec Form 4 Filing - Ranta Donald E @ RARE ELEMENT RESOURCES LTD - 2012-09-24

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
Ranta Donald E
2. Issuer Name and Ticker or Trading Symbol
RARE ELEMENT RESOURCES LTD [ REE]
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)
225 UNION BLVD., SUITE 250
3. Date of Earliest Transaction (MM/DD/YY)
09/24/2012
(Street)
LAKEWOOD, CO80228
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 09/24/2012 S 20,000 D $ 5 ( 1 ) ( 2 ) 264,500 D
Common Shares 09/25/2012 S 30,000 D $ 4.8 ( 3 ) ( 4 ) 234,500 D
Common Shares 09/26/2012 M 250,000 A $ 1.01 ( 5 ) 484,500 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
Employee Stock Option (Right to Buy) $ 1.01 ( 5 ) 09/26/2012 M 250,000 10/01/2007( 6 ) 10/01/2012 Common Shares 250,000 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ranta Donald E
225 UNION BLVD.
SUITE 250
LAKEWOOD, CO80228
X
Signatures
/s/ David P. Suleski as Attorney-in-Fact for Donald E. Ranta 09/26/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The weighted average sale price was CDN$4.9307, which has been converted to the US Dollar equivalent using the exchange rate on the date of the transaction which was 1.022.
( 2 )This transaction was executed in multiple trades at prices ranging from CDN$4.92 to $4.95. The price reported above is the weighted average sale price of such trades. The reporting person hereby undertakes to provide to the SEC staff, the issuer or a security holder of the issuer upon request, full information regarding the number of shares and the prices at which each transaction was effected.
( 3 )The weighted average sale price was CDN$4.7296, which has been converted to the US Dollar equivalent using the exchange rate on the date of the transaction which was 1.019.
( 4 )This transaction was executed in multiple trades at prices ranging from CDN$4.65 to $4.80. The price reported above is the weighted average sale price of such trades. The reporting person hereby undertakes to provide to the SEC staff, the issuer or a security holder of the issuer upon request, full information regarding the number of shares and the prices at which each transaction was effected.
( 5 )The original exercise price of the grant was CDN$1.00, which has been converted to the US Dollar equivalent using the exchange rate on the date of the transaction which was 1.0149.
( 6 )(6) Options vested as follows: 20% of the options vested 4 months from 10/01/2009 ("Grant Date"); 20% of the options vested 8 months from Grant Date; 20% of the options vested 12 months from Grant Date; 20% of options vested 15 months from Grant Date; 20% of the options vested 18 months from Grant Date.

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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