Edgar Filing: UR-ENERGY INC

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

FRANKLIN JAMES M.

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
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

10758 WEST CENTENNIAL ROAD, SUITE 200

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2014

(Street)

LITTLETON, CO 80127

4. If Amendment, Date Original Filed(Month/Day/Year)
12/15/2014

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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

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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Common share options (right to buy)

$ 0.8879 ⁽¹⁾

12/12/2014

42,000 ⁽⁵⁾

⁽²⁾

12/12/2019

Common shares

42,000

$ 0

334,095

Restricted share units (exchange for common stock)

⁽³⁾

12/12/2014

10,500 ⁽⁵⁾

⁽⁴⁾

Common shares

10,500

$ 0

31,322

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FRANKLIN JAMES M. 10758 WEST CENTENNIAL ROAD, SUITE 200 LITTLETON, CO 80127	X

Signatures

/s/ L. Charles Laursen, L Charles Laursen pursuant to Power of Attorney		02/10/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The options were originally priced at $0.96 Canadian dollars which was based on the closing price at the incorrect date. The exercise price should have been based on the TSX closing price on 12/11/14 which was $1.02 Canadian dollars. The grant has been amended and restated at the correct price. This is the U.S. dollar equivalent of the amended and restated purchase price pursuant to the exchange rate as of the transaction date (Cdn$ 1.00 = US$0.8705) as reported by OANDA Corporation on its website, www.oanda.com
(2)	Options vest from this grant and become exercisable as follows: 4,200 on December 12, 2014; 9,240 on April 28, 2015; 9,240 on September 12, 2015; 9,240 on January 27, 2016 and 10,080 on June 11, 2016.
(3)	Each unit is redeemable upon vesting for one common share
(4)	Units vest and become redeemable as follows: 5,250 on December 12, 2015 and 5,250 on December 12, 2016.
(5)	The options and RSUs were coded correctly in column 4, but should have been shown in column 5(A) instead of 5(D).

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