SC 13D/A

UNITED STATES SECURITIES AND
EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 5 )

Molycorp, Inc.

(Name of Issuer)

Common Stock, $0.001 Par Value

(Title of Class of Securities)

608753 109

(CUSIP Number)

Catherine J. Boggs

Resource Capital Funds
1400 Sixteenth Street, Suite 200
Denver, CO 80202
United States of America
(720) 946-1444

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 22, 2012

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 608753 109 Schedule 13D Page 2 of 8

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 CONTROL NUMBER.

1	NAMES OF REPORTING PERSONS  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Resource Capital Fund IV L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)	(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED  PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 11,042,605
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 11,042,605
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,042,605
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.09%
14	TYPE OF REPORTING PERSON (See Instructions) PN

1	NAMES OF REPORTING PERSONS  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Resource Capital Associates IV L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)	(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED  PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 11,042,605
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 11,042,605
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,042,605
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.09%
14	TYPE OF REPORTING PERSON (See Instructions) PN

CUSIP No. 608753 109 Schedule 13D Page 4 of 8

1	NAMES OF REPORTING PERSONS  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) RCA IV GP L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)	(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED  PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 11,042,605
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 11,042,605
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,042,605
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.09%
14	TYPE OF REPORTING PERSON (See Instructions) PN

CUSIP No. 608753 109 Schedule 13D Page 5 of 8

Item 1.  Security and Issuer.

This Amendment No. 5 to the statement on Schedule 13D (“Amendment No. 5”) amends and supplements Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4 to the statement on Schedule 13D first filed by the Reporting Persons (as defined in Item 2 below) on August 3, 2010 (the “Schedule 13D”), and relates to the Common Stock, $0.001 par value per share (the “Common Stock”) of Molycorp, Inc. (the “Company”), whose principal place of business is located at 5619 Denver Tech Center Parkway, Suite 1000, Greenwood Village, Colorado 80111.

Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment No. 5 shall have the meanings ascribed to them in the Schedule 13D.

Item 2.  Identity and Background.

The persons filing this Schedule 13D (collectively, the “Reporting Persons”) are:

a. Resource Capital Fund IV L.P. (“RCF IV”), a Cayman Islands exempted limited partnership, whose address is 1400 Sixteenth Street, Suite 200, Denver, Colorado 80202. The principal business of RCF IV is investments.

b. Resource Capital Associates IV L.P. (“Associates IV”), a Cayman Islands exempted limited partnership, whose address is 1400 Sixteenth Street, Suite 200, Denver, Colorado 80202. Associates IV is the general partner of RCF IV. The principal business of Associates IV is to act as the general partner of RCF IV.

c. RCA IV GP L.L.C. (“RCA IV”), a Delaware limited liability company, whose address is 1400 Sixteenth Street, Suite 200, Denver, Colorado 80202. RCA IV is the general partner of Associates IV. The principal business of RCA IV is to act as the general partner of Associates IV.

The members of RCA IV are Messrs. Ryan T. Bennett, Ross R. Bhappu, Russ Cranswick, James McClements and Henderson G. Tuten and Ms. Sherri Croasdale (collectively, the “Principals”). The business of RCA IV is directed by the officers of the general partner. The Principals serve as executive officers. The business address of each of Messrs. Bennett, Bhappu, Cranswick, McClements and Tuten and Ms. Croasdale is 1400 Sixteenth Street, Suite 200, Denver, Colorado 80202. The principal occupation of Messrs. Bennett, Bhappu, Cranswick, McClements and Tuten and Ms. Croasdale is serving as a senior executive of the Resource Capital Funds (which include RCF IV).

RCF IV and Associates IV are Cayman Islands exempted limited partnerships.

RCA IV is a Delaware limited liability company.

Messrs. Bennett, Bhappu and Tuten and Ms. Croasdale are citizens of the United States. Mr. Cranswick is a citizen of Canada. Mr. McClements is a citizen of Australia.

During the last five years, none of the Reporting Persons nor any Principal has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the Reporting Persons nor any Principal, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction making such Reporting Person or Principal subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

CUSIP No. 608753 109 Schedule 13D Page 6 of 8

Item 3.  Source and Amount of Funds or Other Consideration.

Not applicable.

Item 4.  Purpose of Transaction.

Not applicable. The Company made a follow-on public offering of up to $288.0 million of Common Stock pursuant to a prospectus supplement dated August 17, 2012. RCF IV did not acquire any Common Stock of the Company as part of this offering. However, as a result of this offering, RCF IV’s holdings of the Company’s Common Stock constitute approximately 9.09% of the issued and outstanding Common Stock of the Company.

Item 5.  Interest in Securities of the Issuer.

As of August 22, 2012, RCF IV owns 11,042,605 shares of Common Stock. Based on the foregoing, RCF IV may be deemed to have sole voting and dispositive power over, and therefore beneficial ownership of, approximately 9.09% of the issued and outstanding Common Stock of the Company.

As of August 22, 2012, Associates IV may be deemed to have sole voting and dispositive power over, and therefore beneficial ownership of, approximately 9.09% of the issued and outstanding Common Stock of the Company.

As of August 22, 2012, RCA IV may be deemed to have sole voting and dispositive power over, and therefore beneficial ownership of, approximately 9.09% of the issued and outstanding Common Stock of the Company.

The percentage of beneficial ownership referenced above is calculated based upon 121,941,469 shares of the Common Stock of the Company outstanding as of June 30, 2012 (but including 12,000,000 shares sold and issued by the Company in its Follow On Offering), as reported by the Company in the prospectus supplement dated August 17, 2012 filed by the Company with the SEC on August 21, 2012.

The members of RCA IV identified in Item 2 above are also the members of RCA V GP Ltd., a Cayman Islands exempted company (“RCA V”). RCA V’s principal business is to act as the general partner of Resource Capital Associates V L.P., a Cayman Islands exempted limited partnership (“Associates V”). The principal business of Associates V is to act as the general partner of Resource Capital Fund V, L.P., a Cayman Islands exempted limited partnership (“RCF V”). As of August 22, 2012, RCF V owns 5,301,258 shares of Common Stock of the Company. Based on the foregoing, each of RCF V, Associates V and RCA V may be deemed to have sole voting and dispositive power over, and therefore beneficial ownership of, approximately 4.36% of the issued and outstanding Common Stock of the Company. In addition, the members of RCA IV identified above own interests in RCA V in substantially the same proportion, with no member exercising voting and dispositive power over, and therefore beneficial ownership of, Common Stock of the Company held by RCF IV or RCF V respectively. There is no arrangement, contractual or otherwise, between RCF IV, Associates IV and RCA IV, on the one hand, and RCF V, Associates V and RCA V on the other. In light of the foregoing, none of RCF V, Associates V or RCA V is identified as a Reporting Person for purposes of this Amendment No. 5.

Except as described above, none of the Reporting Persons has effected any additional transactions with respect to the Common Stock of the Company during the past 60 days.

CUSIP No. 608753 109 Schedule 13D Page 7 of 8

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The Reporting Persons entered into a lock-up agreement in the form attached hereto as Exhibit 99.1, pursuant to which the Reporting Persons agreed, subject to certain exceptions, not to sell or purchase any shares of Common Stock (or other securities convertible into Common Stock) or enter into any swap arrangement with respect to any such securities, without the prior written consent of Morgan Stanley & Co. LLC, for a period of 60 days after the date of the final prospectus supplement for the Follow On Offering. The Reporting Persons also agreed, under the lock-up agreement, during such 60-day restricted period, not to make any demand for or exercise any registration rights with respect to any shares of Common stock or securities convertible into Common Stock without the prior written consent of Morgan Stanley & Co. LLC.

The foregoing description of the terms of the lock-up agreement is intended as a summary only and is qualified in its entirety by reference to the form lock-up agreement, which is filed as Exhibit 99.1 to this Amendment No. 5 and incorporated by reference herein.

Item 7.  Material to Be Filed as Exhibits.

Exhibit 99.1          Form of Lock-Up Agreement

Exhibit 99.2          Underwriting Agreement dated August 17, 2012*

Exhibit 99.3          Joint Filing Agreement dated August 3, 2010**

*Incorporated by reference from the Company’s Form 8-K filed with the Securities and Exchange Commission on August 22, 2012.

**Incorporated by reference to the Schedule 13D filed on August 3, 2010.

CUSIP No. 608753 109 Schedule 13D Page 8 of 8

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

September 6, 2012

RCA IV GP L.L.C.
By:	/s/ Catherine J. Boggs
	Name:  Catherine J. Boggs
	Title:    Vice President and General Counsel
RESOURCE CAPITAL ASSOCIATES IV L.P.
By:	RCA IV GP L.L.C., General Partner
By:	/s/ Catherine J. Boggs
	Name:  Catherine J. Boggs
	Title:    Vice President and General Counsel
RESOURCE CAPITAL FUND IV L.P.
By:  Resource Capital Associates IV L.P.,
	General Partner
By:  RCA IV GP L.L.C., General Partner
By:	/s/ Catherine J. Boggs
	Name:  Catherine J. Boggs
	Title:    Vice President and General Counsel

EX-99.1

LOCK-UP LETTER

August 16, 2012

Morgan Stanley & Co. LLC

1585 Broadway

New York, NY 10036

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, N.Y. 10010-3629

Ladies and Gentlemen:

The undersigned understands that (i) Morgan Stanley & Co. LLC ("Morgan Stanley") and Credit Suisse Securities (USA) LLC (the "Convertible Offering Representatives") propose to enter into an Underwriting Agreement (the "Convertible Underwriting Agreement") with Molycorp, Inc., a Delaware corporation (the "Company"), providing for the public offering by the several underwriters to be named therein, including the Convertible Offering Representatives (the "Convertible Underwriters"), of convertible senior notes of the Company (the "Convertible Notes"), and (ii) Morgan Stanley & Co. LLC (the "Common Stock Offering Representative" and, together with the Convertible Offering Representatives, the "Representatives") proposes to enter into an Underwriting Agreement (together with the Convertible Underwriting Agreement, the "Underwriting Agreements") with the Company, providing for the public offering (together with the public offering of the Convertible Notes, the "Public Offerings") by the several underwriters to be named therein, including the Common Stock Offering Representative (together with the Convertible Underwriters, the "Underwriters"), of shares of common stock, par value $0.001 per share, of the Company (the "Common Stock").

To induce the Underwriters that may participate in the Public Offerings to continue their efforts in connection with the Public Offerings, the undersigned hereby agrees that, without the prior written consent of the Morgan Stanley acting on behalf of the Underwriters, it will not, during the period (the "restricted period") commencing on the date hereof and ending 60 days after the date of the final prospectus supplement relating to each of the Public Offerings, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the exercise of a warrant or an option to purchase, or the settlement of any other equity award for, shares of Common Stock (provided that any shares of Common Stock received are subject to the restrictions contained in this agreement), (b) in the case of an option to purchase shares of Common Stock expiring or restricted shares of Common Stock vesting during the restricted period, the sale or transfer of shares of Common Stock to the Company to satisfy any payment or withholding obligations in connection with the exercise of such option or vesting of such restricted shares, or in connection with any cashless exercise of a warrant to purchase shares of Common Stock, (c) the conversion of the Convertible Notes, the Company's outstanding 3.25% Convertible Senior Notes due 2016, the Series A Mandatory Convertible Preferred Stock, par value $0.001 per share, of the Company or other equity interest of the Company into shares of Common Stock, (d) exchange of outstanding Exchangeable Shares of MCP Exchangeco Inc. and the issuance of shares of Common Stock by the Company upon the exchange of such Exchangeable Shares, (e) transactions relating to shares of Common Stock or such other securities acquired in open market transactions after the completion of the Public Offerings, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or such other securities acquired in such open market transactions, (f) transfers of shares of Common Stock or such other securities (1) as a bona fide gift, (2) to any affiliate of the undersigned, (3) to any trust for the direct or indirect benefit of the undersigned or an immediate family member of the undersigned or (4) to any immediate family member of the undersigned, (g) transfers of shares of Common Stock or such other securities pursuant to the laws of descent or distribution, provided that in the case of any transfer or distribution pursuant to clause (f) and (g) above, (x) each transferee shall sign and deliver a lock-up letter substantially in the form of this letter and (y) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock or such other securities, shall be required or shall be voluntarily made during the 60-day restricted period referred to in the foregoing sentence, or (h) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock or such other securities, provided that such plan does not provide for the transfer of shares of Common Stock or such other securities during the 60-day restricted period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the undersigned or the Company during the 60-day restricted period. In addition, the undersigned agrees that, without the prior written consent of the Morgan Stanley acting on behalf of the Underwriters, it will not, during the 60-day restricted period, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or such other securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar and indenture trustee against the transfer of the undersigned's shares of Common Stock or such other securities, except in compliance with the foregoing restrictions.

This agreement shall automatically terminate and be of no further effect upon the earliest to occur, if any, of (i) the Company advising the Representatives in writing, prior to execution of either of the Underwriting Agreements, that it has determined not to proceed with either Public Offering, and (ii) September 30, 2012 if a closing for neither of the Public Offerings has

occurred as of that time.

The undersigned understands that the Company and the Underwriters are relying upon this agreement in proceeding toward consummation of the Public Offerings. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned's heirs, legal representatives, successors and assigns.

Whether or not either Public Offering actually occurs depends on a number of factors, including market conditions. Each Public Offering will only be made pursuant to the applicable Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representatives for such Public Offering.

[Signature Pages Follow]

Very truly yours,
RESOURCE CAPITAL FUND IV L.P. By: Resource Capital Associates IV L.P. , General Partner
By: RCF IV GP L.L.C., General Partner
By:	/s/  Catherine J. Boggs
Catherine J. Boggs
(Name)
1400 Sixteenth Street #200, Denver, CO
80202
(Address)