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^*

Shah Neal S.

(Last)

(First)

(Middle)

C/O NIOCORP DEVELOPMENTS LTD.

7000 YOSEMITE STREET, SUITE 115

(Street)

CENTENNIAL

80112

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/28/2016

3. Issuer Name and Ticker or Trading Symbol
NIOCORP DEVELOPMENTS LTD [ NIOBF ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

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 Shares	27,250	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)
Warrants	11/10/2014	11/10/2016	Common Shares	27,250	$0.5729⁽¹⁾	D
Employee Stock Option (Right to Buy)	09/02/2014	09/01/2017	Common Shares	500,000	$0.6957⁽²⁾	D
Employee Stock Option (Right to Buy)	12/22/2014	12/21/2017	Common Shares	200,000	$0.6871⁽³⁾	D
Employee Stock Option (Right to Buy)	01/21/2016	01/20/2021	Common Shares	350,000⁽⁴⁾	$0.4353⁽⁵⁾	D

Explanation of Responses:

1. The warrants were initially purchased as part of a unit offering on 11/10/14. The warrants are governed by a Warrant Indenture dated November 10, 2014 as supplemented by a Supplemental Warrant Indenture on 5/17/16. The exercise price reported above was converted from the Canadian exercise price of $0.65 using an exchange rate of Cdn$1.1345=US$1.00 on 11/10/14.

2. The exercise price reported above was converted from the Canadian exercise price of $0.76 using an exchange rate of Cdn$1.0925=US$1.00.

3. The exercise price reported above was converted from the Canadian exercise price of $0.80 using an exchange rate of Cdn$1.1643=US$1.00.

4. The options vest as follows: 50% on 7/21/16; 25% on 1/21/17; and the remaining balance on 7/21/17.

5. The exercise price reported above was converted from the Canadian exercise price of $0.62 using an exchange rate of Cdn$1.4243=US$1.00.

	/s/ Neal S. Shah	10/28/2016
	** 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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