SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Gottesfeld Stephen P

(Last)

(First)

(Middle)

6363 SOUTH FIDDLER'S GREEN CIRCLE

(Street)

GREENWOOD VILLAGE

80111

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/05/2011

3. Issuer Name and Ticker or Trading Symbol
NEWMONT MINING CORP /DE/ [ NEM ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP General Counsel & Secretary

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $1.60 par value	19,977⁽¹⁾⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽³⁾	12/02/2013	Common Stock	3,750	$49.725	D
Stock Option (right to buy)	⁽³⁾	12/07/2014	Common Stock	5,625	$45.74	D
Stock Option (right to buy)	⁽⁴⁾	10/26/2015	Common Stock	3,750	$45.16	D
Stock Option (right to buy)	⁽⁴⁾	04/26/2016	Common Stock	8,500	$57.71	D
Stock Option (right to buy)	⁽⁴⁾	04/30/2017	Common Stock	14,000	$42.06	D
Stock Option (right to buy)	⁽⁴⁾	04/28/2018	Common Stock	15,000	$44.49	D
Stock Option (right to buy)	⁽⁵⁾	05/04/2019	Common Stock	15,026	$39.95	D
Stock Option (right to buy)	⁽⁶⁾	04/29/2020	Common Stock	10,494	$55.675	D
Stock Option (right to buy)	⁽⁷⁾	04/25/2021	Common Stock	13,240	$58.685	D

Explanation of Responses:

1. Includes 9,754 restricted stock units representing a right to receive one share of the Issuer's common stock in accordance with the terms and conditions of the Reporting Person's restricted stock unit agreements. Restricted stock units vest in three equal installments beginning the first anniversary of the date of grant. The restricted stock units held by the Reporting Person will vest as follows: 1,740 units on February 23, 2012; 1,646 units on March 1, 2012 and 2013; 1,574 units on February 28, 2012, 2013 and 2014.

2. As of November 30, 2011 the Reporting Person held 934 shares of Newmont Mining Corporation common stock in his 401(k) Plan.

3. The stock options vested in two equal annual installments beginning the first anniversary of the grant date and are fully vested.

4. The stock options vested in three equal annual installments beginning the first anniversary of the grant date and are fully vested.

5. The stock options vest in three equal annual installments beginning the first anniversary of the grant date and the remaining installment will vest May 9, 2012.

6. The stock options vest in three equal annual installments beginning the first anniversary of the grant date and the remaining installments will vest April 29, 2012 and 2013.

7. The stock options vest in three equal annual installments beginning the first anniversary of the grant date on April 25, 2012, 2013 and 2014.

Remarks:

	Logan H. Hennessey, Assistant Secretary, as attorney-in-fact	12/14/2011
	** Signature of Reporting Person	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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.