<SEC-DOCUMENT>0001172661-12-000191.txt : 20120214
<SEC-HEADER>0001172661-12-000191.hdr.sgml : 20120214
<ACCEPTANCE-DATETIME>20120214113129
ACCESSION NUMBER: 0001172661-12-000191
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20120214
DATE AS OF CHANGE: 20120214
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: Texas Rare Earth Resources Corp.
CENTRAL INDEX KEY: 0001445942
STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040]
IRS NUMBER: 870294969
STATE OF INCORPORATION: NV
FISCAL YEAR END: 0831
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-86282
FILM NUMBER: 12604645
BUSINESS ADDRESS:
STREET 1: 304 INVERNESS WAY SOUTH
STREET 2: SUITE 365
CITY: ENGLEWOOD
STATE: CO
ZIP: 80112
BUSINESS PHONE: 303-597-8737
MAIL ADDRESS:
STREET 1: 304 INVERNESS WAY SOUTH
STREET 2: SUITE 365
CITY: ENGLEWOOD
STATE: CO
ZIP: 80112
FORMER COMPANY:
FORMER CONFORMED NAME: Standard Silver Corp.
DATE OF NAME CHANGE: 20080924
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: HIGHLINE CAPITAL MANAGEMENT LLC
CENTRAL INDEX KEY: 0001166850
IRS NUMBER: 133929520
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
BUSINESS ADDRESS:
STREET 1: ONE ROCKEFELLER PLAZA
STREET 2: 30TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10020
BUSINESS PHONE: 2123322250
MAIL ADDRESS:
STREET 1: ONE ROCKEFELLER PLAZA
STREET 2: 30TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10020
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G
<SEQUENCE>1
<FILENAME>trer123111.txt
<DESCRIPTION>SCHEDULE 13G HOLDINGS REPORT
<TEXT>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Texas Rare Earth Resources Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
882672108
(CUSIP Number)
December 31, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
<Page>
CUSIP No. 882672108
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Highline Capital Management, L.L.C.
13-3929520
2. Check the Appropriate Box if a Member Of a Group (See Instructions)
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
New York, United States
5. Sole Voting Power: 3,689,369 (See Item 4)
Number of
Shares 6. Shared Voting Power: 0
Beneficially
Owned by 7. Sole Dispositive Power: 3,689,369 (See Item 4)
Each Reporting
Person With 8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,689,369 (See Item 4)
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 9.99%
12. Type of Reporting Person (See Instructions) IA
<Page>
CUSIP No. 882672108
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Jacob Doft
2. Check the Appropriate Box if a Member of a Group (See Instructions)
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power: 3,689,369 (See Item 4)
Number of
Shares 6. Shared Voting Power: 0
Beneficially
Owned by 7. Sole Dispositive Power: 3,689,369 (See Item 4)
Each Reporting
Person With 8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,689,369 (See Item 4)
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 9.99%
12. Type of Reporting Person (See Instructions) HC
<Page>
Item 1. (a) Issuer: Texas Rare Earth Resources Corp.
(b) Address of Issuer's Principal Executive Offices:
304 Inverness Way South, Suite 365
Englewood, Colorado 80112
Item 2. (a) Name of Person Filing:
Highline Capital Management, L.L.C.
Jacob Doft
(b) Address of Principal Business Offices:
One Rockefeller Plaza, 30th Floor
New York, New York 10020
(c) Citizenship:
Please refer to Item 4 on each cover sheet for each filing person.
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number: 882672108
Item 3. Highline Capital Management, L.L.C. is an investment advisor in
accordance with ss.240.13d-1(b)(1)(ii)(E). Jacob Doft is a control
person in accordance with ss.240.13d-1(b)(1)(ii)(G).
Item 4. Ownership
The Reporting Persons may be deemed to be the beneficial owners of
3,689,369 shares of common stock, which includes warrants to purchase
1,189,369 shares of common stock (the "Warrants"). The percentage of
beneficial ownership herein is determined by dividing the number of
shares beneficially owned by Highline Capital Management, 3,689,369,
by 36,930,629, the number of shares outstanding at December 31, 2011,
35,741,260, plus 1,189,369, the number of shares that could be acquired
if certain Warrants were exercised.
The Warrants contain an issuance limitation on their exercise that
prohibit the holder from exercising the warrants to the extent that
such exercise would result in the beneficial ownership by such holder
of more than 9.99% of the number of the shares outstanding immediately
after giving effect to the issuance of shares upon exercise of the
warrants (the "Blocker Provisions").
As a result of the Blocker Provisions, as of the date hereof, 1,210,631
shares that would otherwise be issuable upon exercise of the Warrants
may not be so issued, and therefore are not included in the beneficial
ownership calculations reported herein.
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
<Page>
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and held in the ordinary
course of business and were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
<Page>
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.
Date: February 14, 2012
Highline Capital Management, L.L.C.
By: /s/ Michael Klarman
--------------------------
Name: Michael Klarman
Title: Chief Financial Officer
By: /s/ Jacob Doft
--------------------------
Name: Jacob Doft
<Page>
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on this Schedule 13G, dated
February 14, 2012, (the "Schedule 13G"), with respect to the Common Stock,
of Texas Rare Earth Resources Corp. is filed on behalf of each of us
pursuant to and in accordance with the provisions of Rule 13d-1(k) under the
Securities and Exchange Act of 1934, as amended, and that this Agreement
shall be included as an Exhibit to this Schedule 13G. Each of the undersigned
agrees to be responsible for the timely filing of the Schedule 13G, and for
the completeness and accuracy of the information concerning itself contained
therein. This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the 14th day of February 2012.
Highline Capital Management, L.L.C.
By: /s/ Michael Klarman
--------------------------
Name: Michael Klarman
Title: Chief Financial Officer
By: /s/ Jacob Doft
--------------------------
Name: Jacob Doft
<Page>
Statement of Control Person
The Statement on this Schedule 13G dated February 14, 2012 with respect
to the Common Stock of Texas Rare Earth Resources Corp. is filed by Jacob
Doft in accordance with the provisions of Rule 13d-1(b) and Rule 13d-1(k),
respectively,as control person (HC) of Highline Capital Management, L.L.C.
Highline Capital Management, L.L.C. files this statement on Schedule 13G in
accordance with the provisions of Rule 13d-1(b) and Rule 13d-1(k),
respectively, as investment advisor (IA).
<Page>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>