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* Brown Mark Thomas (Last) (First) (Middle) 225 UNION BLVD. SUITE 250 (Street) LAKEWOOD CO 80228 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/11/2012	3. Issuer Name and Ticker or Trading Symbol RARE ELEMENT RESOURCES LTD [ REE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	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	363,000	D
Common Stock	330,000	I	Registered Retirement Savings Plan
Common Stock	40,000	I	Spartacus Management(1)
Common Stock	882,000	I	Pacific Opportunity Capital(2)
Common Stock	3,000	I	Spouse

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	(4)	05/28/2015	Common Stock	100,000	$2.75(3)	D
Employee Stock Option (Right to Buy)	(6)	03/16/2016	Common Stock	150,000	$10.64(5)	D
Employee Stock Option (Right to Buy)	(8)	12/02/2016	Common Stock	80,000	$5.3(7)	D

Explanation of Responses:

1. Spartacus Management Inc. is a private company wholly-owned by the reporting person.

2. Pacific Opportunity Capital Ltd is a private company controlled by the reporting person.

3. The exercise price of the Employee Stock Option was CDN$2.71, which has been converted to the US Dollar equivalent using the exchange rate on December 12, 2012.

4. Options vested as follows: 20% of the options vested 4 months from 05/28/2010 ("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.

5. The exercise price of the Employee Stock Option was CDN$10.50, which has been converted to the US Dollar equivalent using the exchange rate on December 12, 2012.

6. Options vested as follows: 20% of the options vested 4 months from 03/16/2011 ("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.

7. The exercise price of the Employee Stock Option was CDN$5.23, which has been converted to the US Dollar equivalent using the exchange rate on December 12, 2012.

8. Options vested as follows: 20% of the options vested 4 months from 12/02/2011 ("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.

Remarks:

	Mark T. Brown	12/13/2012
	** 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).
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