Edgar Filing: Thompson Creek Metals Co 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 ^*

Ramey Geoffrey

2. Issuer Name and Ticker or Trading Symbol
Thompson Creek Metals Co Inc. [TCPTF]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
VP HR, HR Systems

(Last)

(First)

(Middle)

C/O THOMPSON CREEK METALS COMPANY INC., 26 WEST DRY CREEK CIRCLE, SUITE 810

3. Date of Earliest Transaction (Month/Day/Year)
10/20/2016

(Street)

LITTLETON, CO 80120

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

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/20/2016		A⁽¹⁾		200,656	A	$ 0	265,727	D
Common Stock	10/20/2016		D		265,727 ⁽³⁾	D	⁽²⁾	0	D

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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

Employee Stock Option (Right to Buy)

$ 2.02 ⁽⁴⁾

10/20/2016

50,000

⁽⁴⁾

11/19/2019

Common Stock

50,000

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Ramey Geoffrey C/O THOMPSON CREEK METALS COMPANY INC. 26 WEST DRY CREEK CIRCLE, SUITE 810 LITTLETON, CO 80120			VP HR, HR Systems

Signatures

/s/ Jason Day, Attorney in Fact		10/21/2016
^**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)	Represents performance share units that vested in connection with the Arrangement (as defined below).
(2)	On October 20, 2016, pursuant to the previously announced arrangement (the "Arrangement") with Centerra Gold Inc. ("Centerra"), whereby Centerra acquired all of the outstanding common stock of Thompson Creek Metals Company Inc. (the "Issuer") and, as a result, the Issuer became a wholly-owned subsidiary of Centerra, each share of common stock of the Issuer was exchanged for 0.0988 of a share of common stock of Centerra (the "Exchange Ratio").
(3)	Represents 20,481 shares of common stock, and an aggregate of 245,246 restricted stock units and performance stock units, the vesting of which was accelerated in connection with the Arrangement.
(4)	In connection with the Arrangement, all unvested stock options were accelerated, and each stock option was exchanged for a stock option to buy common stock of Centerra in an amount based on the Exchange Ratio.

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