SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

MOLYCORP, INC.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)

608753 109

(CUSIP Number)

Hillel T. Cohn

Morrison & Foerster, LLP

555 West Fifth Street, Suite 3500

Los Angeles, CA 90013

(213) 892-5200

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

August 22, 2012

(Date of Event Which Requires Reporting of this Statement)

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

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 reporting 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).

SCHEDULE 13D/A

CUSIP No. 608753 109
	(1)	Name of Reporting Person Molibdenos Y Metales S.A.
	(2)	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o
	(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)  o
	(6)	Citizenship or Place of Organization Chile
Number of Shares Beneficially Owned by Each Reporting Person With:			(7)	Sole Voting Power 17,000,000
			(8)	Shared Voting Power 0
			(9)	Sole Dispositive Power 17,000,000
			(10)	Shared Dispositive Power 0
	(11)	Aggregate Amount Beneficially Owned by Each Reporting Person 17,000,000
	(12)	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	(13)	Percent of Class Represented by Amount in Row (11) 13.94%(1)
	(14)	Type of Reporting Person (See Instructions) CO

(1)Calculated based upon 121,941,469 shares of the Issuer’s common stock outstanding as of June 30, 2012 (but including 12,000,000 shares sold and issued by the Issuer in its Follow On Offering), as reported by the Issuer in the prospectus supplement dated August 17, 2012 filed by the Issuer with the SEC on August 21, 2012.

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Item 1.	Security and Issuer.
This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) amends and supplements the Statement on Schedule 13D (the “Schedule 13D”) filed on March 14, 2012 by Molibdenos Y Metales S.A. (the “Reporting Person”) with respect to the common stock, par value $0.001 per share (the “Common Stock”), of Molycorp, Inc., a Delaware corporation (the “Issuer”).  The Reporting Person is filing this Amendment No. 1 is to disclose its purchase of additional shares of Common Stock.  The address of the principal offices of the Issuer is Molycorp, Inc., 5619 Denver Tech Center Parkway, Suite 1000, Greenwood Village, Colorado 80111.
Item 3.	Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby supplemented with the addition of the following paragraph: On August 22, 2012, the Reporting Person purchased an additional 4,500,000 shares of Common Stock (the “Additional Investment Shares”) at $10.00 per share.  The Additional Investment Shares were acquired as part of a follow-on public offering (the “Follow On Offering”) by the Issuer of up to $288.0 million of Common Stock pursuant to a prospectus supplement dated August 17, 2012. The Reporting Person funded the purchase price for the Additional Investment Shares through its working capital.
Item 4.	Purpose of Transaction.
No change is required to Item 4 of the Schedule 13D except for the following additional disclosure: The Reporting Person acquired the Additional Investment Shares for general investment purposes.
Item 5.	Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety as follows: (a)  After giving effect to the sale of Common Stock in the Follow-On Offering, the Reporting Person is the record holder of 17,000,000 shares of Common Stock, representing approximately 13.94% of the issued and outstanding shares of Common Stock as of June 30, 2012.  The foregoing percentage ownership is calculated based upon 121,941,469 shares of Common Stock issued and outstanding as of June 30, 2012 (which includes 12,000,000 shares sold and issued by the Issuer in its Follow On Offering), as reported by the Issuer in the prospectus supplement dated August 17, 2012 filed by the Issuer with the SEC on August 21, 2012. (b)  The Reporting Person has the sole power to vote and dispose of 17,000,000 shares of Common Stock. (c)  Except for its acquisition of the Additional Investment Shares, the Reporting Person has not effected any transactions in the Issuer’s securities within the past 60 days. (d)  Not applicable. (e)  Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
In connection with the acquisition of the Additional Investment Shares in the Follow-On Offering, the Reporting Person entered into a lock-up agreement in the form attached hereto as Exhibit 99.1, pursuant to which the Reporting Person 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 Person 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 of lock-up agreement, which is filed as Exhibit 99.1 to this Amendment No. 1 and incorporated by reference herein.
Item 7.	Material to be Filed as Exhibits.
Exhibit 99.1	Form of Lock-Up Agreement

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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.

Dated:  August 23, 2012

Molibdenos Y Metales S.A.
By:	/s/ Fernando Ortega
	Name: Fernando Ortega Title: Vice President of Corporate Affairs

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EX-99.1

EXHIBIT 99.1

FORM OF LOCK-UP LETTER

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

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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

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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.

Very truly yours,

(Name)

(Address)

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