6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February, 2016.

Commission File Number000-54313

TASMAN METALS LTD.

(Translation of registrant’s name into English)

#1305 - 1090 West Georgia Street, Vancouver, British Columbia, V6E 3V7

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.  Form 20-F x  Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		TASMAN METALS LTD.
		(Registrant)
Date	February 10, 2016	By	/s/Nick DeMare
			Nick DeMare, Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Material Change Report dated February 9, 2016

2

EX-99.1

Exhibit 99.1

FORM 51-102F3

MATERIAL CHANGE REPORT

1. Name and Address of Company

TASMAN METALS LTD. (the “Issuer”)

#1305 - 1090 West Georgia Street

Vancouver, British Columbia   V6E 3V7

Phone: (604) 685-9316

2. Date of Material Change

February 5, 2016

3. Press Release

The press release was released on February 5, 2016 through various approved public media and filed with the TSX Venture Exchange and the British Columbia and Alberta Securities Commissions.

4. Summary of Material Change(s)

The Issuer announced date of delisting from NYSE MKT, commencement of trading on the OTCQB and review of potential strategic alternatives that could assist during these challenging market conditions.

5. Full Description of Material Change

See news release dated February 5, 2016, for further details

6. Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not Applicable

7. Omitted Information

Not Applicable

8. Executive Officer

Nick DeMare, CFO & Director

Phone: (604) 685-9316

9. Date of Report

February 9, 2016

TASMAN   METALS   LTD

Strategic Metals		Strategic Locations

News Release February 5, 2016

Tasman Commences Trading on the OTCQB

Vancouver, Canada – Tasman Metals Ltd. (“Tasman” or the “Company”) (TSXV: TSM) (Frankfurt: T61); (OTCQB: TASIF) Tasman announces that its common shares commenced trading on the OTCQB under the symbol “TASIF” effective at the market open on Friday, February 5, 2016. Tasman’s common shares continue to trade on the TSX Venture Exchange under the symbol “TSM”.

Tasman’s shares were delisted from the NYSE MKT prior to the start of trading today following an announcement by the Companyon January 15, 2016, of its intention to voluntarily delist from the NYSE MKT.

Tasman is managed by resource professionals who are implementing significant cost control measures across its business to preserve its asset position during this cyclical industry low. Tasman has also initiated a review of potential strategic alternatives that could assist in creating maximum shareholder value during these challenging market conditions. 

On behalf of the Board,	Investor Information www.tasmanmetals.com 1305 – 1090 West Georgia St., Vancouver, BC, V6E 3V7
"Mark Saxon"	Company Contact:  Mariana Bermudez +1 (604) 699 0202
Mark Saxon, President & CEO	Email: info@tasmanmetals.com

The TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange), nor the Frankfurt Stock Exchange accepts responsibility for the adequacy or accuracy of this news release.

Cautionary Statements. Certain statements found in this release may constitute forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect the speaker's current views with respect to future events and financial performance and include any statement that does not directly relate to a current or historical fact. Such statements reflect the current risks, uncertainties and assumptions related to certain factors including, without limitations, competitive factors, general economic conditions, customer relations, uncertainties related to the availability and costs of financing, changes in corporate goals, unexpected expenditures, our ability to identify and close suitable acquisitions,  unexpected geological conditions, success of future development initiatives, imprecision in resource estimates, ability to obtain necessary permits and approvals, relationships with vendors and strategic partners, the interest rate environment, governmental regulation and supervision, seasonality, technological change, changes in industry practices, changes in world metal markets, changes in equity markets, environmental and safety risks, and one-time events.  Should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described herein. Forward-looking statements cannot be guaranteed and actual results may vary materially due to the uncertainties and risks, known and unknown, associated with such statements. Shareholders and other readers should not place undue reliance on "forward-looking statements," as such statements speak only as of the date of this release.

HEAD OFFICE: Suite 1305 - 1090 West Georgia Street Vancouver, BC V6E 3V7 CANADA TSXV : TSM OTCQB : TASIF www.tasmanmetals.com info@tasmanmetals.com EUROPEAN OFFICE: Skollalen 2 BOLLNAS 821 41 SWEDEN