Sec Form 4 Filing - Resource Capital Fund V L.P. @ URANIUM RESOURCES INC /DE/ - 2016-12-05

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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
Resource Capital Fund V L.P.
2. Issuer Name and Ticker or Trading Symbol
URANIUM RESOURCES INC /DE/ [ URRE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1400 SIXTEENTH STREET, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
12/05/2016
(Street)
DENVER, CO80202
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Convertible Loan $ 31.2 12/05/2016 S( 3 ) 01/29/2014 03/31/2017 Common Stock 256,410 ( 2 ) $ 2,545,139 ( 3 ) $ 5,500,000 ( 3 ) D ( 1 )
Reporting Owners
Reporting Owner Name / Address Relati onships
Director 10% Owner Officer Other
Resource Capital Fund V L.P.
1400 SIXTEENTH STREET
SUITE 200
DENVER, CO80202
X
Resource Capital Associates V L.P.
1400 SIXTEENTH STREET, SUITE 200
DENVER, CO80202
X
RCA V GP LTD.
1400 SIXTEENTH STREET, SUITE 200
DENVER, CO80202
X
Signatures
/s/ Sheri Croasdale, Resource Capital Fund V L.P. By: Resource Capital Associates V L.P., By: RCA V GP Ltd., its General Partner, By: Sheri Croasdale, Chief Financial Officer 12/07/2016
Signature of Reporting Person Date
/s/ Sheri Croasdale, Resource Capital Associates V L.P. By: RCA V GP Ltd., it General Partner, By: Sheri Croasdale, Chief Financial Officer 12/07/2016
Signature of Reporting Person Date
/s/ Sheri Croasdale, RCA V GP Ltd. By: Sheri Croasdale, Chief Financial Officer 12/07/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The convertible loan is held by Resource Capital Fund V L.P. ("RCF V") of which Resource Capital Associates V L.P. is the general partner, and RCA V GP Ltd. is the general partner of Resource Capital Associates V L.P. RCA V GP Ltd. and Resource Capital Associates V L.P. exercise voting and dispositive power over the convertible loan held by RCF V. As a consequence, Resource Capital Associates V L.P. and RCA V GP Ltd. are indirect beneficial owners of the convertible loan pursuant to Rule 16a-1(a)(1) under the Securities Exchange Act of 1934. However, Resource Capital Associates V L.P. and RCA V GP Ltd. disclaim direct or indirect beneficial ownership of the convertible loan to the extent permissible pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934.
( 2 )RCF V is party to a Loan Agreement dated November 13, 2013, with Uranium Resources, Inc. ("URI") providing for the issuance of debt convertible into shares of URI common stock. Prior to the transaction that is the subject of this Form 4, RCF V held a promissory note (the "Note") issued under the Loan Agreement with an outstanding principal amount of $8,000,000 which was convertible at any time into 256,410 shares of URI common stock.
( 3 )On December 5, 2016, RCF V entered into a Note Purchase Agreement pursuant to which RCF V sold in a private transaction $2.5 million in principal amount of the Note, plus $45,139 of accrued but unpaid interest on the principal amount sold. The Note Purchase Agreement provides for the sale by RCF V and purchase by the counterparty of the remaining $5,500,000 principal amount of the Note, subject to satisfaction of certain conditions, which conditions are not in the control of RCF V or the counterparty.

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