Edgar Filing: URANERZ ENERGY CORP.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

LEBOE BENJAMIN

2. Issuer Name and Ticker or Trading Symbol
URANERZ ENERGY CORP. [URZ]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Sr.VP Finance & CFO

(Last)

(First)

(Middle)

16730 CARRS LANDING RD, LAKE COUNTRY, BRITISH COLUMBIA

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2015

(Street)

CANADA V4V 1B2, A1 00000

4. If Amendment, Date 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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common shares	06/18/2015		D		16,000	D	⁽¹⁾	0	D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option

$ 1.96

06/18/2015

100,000 ⁽¹⁾

05/23/2006

05/23/2016⁽²⁾

Common stock

100,000

⁽³⁾

Option

$ 2.64

06/18/2015

125,000 ⁽¹⁾

01/07/2008

01/07/2018⁽²⁾

Common stock

125,000

⁽³⁾

Option

$ 1.33

06/18/2015

70,000 ⁽¹⁾

01/05/2010

01/05/2020⁽²⁾

Common stock

70,000

⁽³⁾

Option

$ 1.89

06/18/2015

135,000 ⁽¹⁾

12/12/2011

12/12/2021⁽²⁾

Common stock

135,000

⁽³⁾

Option

$ 1.32

06/18/2015

135,000 ⁽¹⁾

12/17/2012

12/16/2022⁽²⁾

Common stock

135,000

⁽³⁾

Option

$ 1.22

06/18/2015

163,000 ⁽¹⁾

07/12/2013

07/11/2023⁽²⁾

Common stock

163,000

⁽³⁾

Option

$ 1.14

06/18/2015

73,000 ⁽¹⁾

01/17/2015

01/16/2025⁽²⁾

Common stock

73,000

⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LEBOE BENJAMIN 16730 CARRS LANDING RD LAKE COUNTRY, BRITISH COLUMBIA CANADA V4V 1B2, A1 00000			Sr.VP Finance & CFO

Signatures

/s/ Benjamin Leboe		06/25/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	This transaction reflects the disposition of the securities of the Issuer held by the reporting person pursuant to the Agreement and Plan of Merger dated January 4, 2015, as amended (the "Merger Agreement"), by and among the Issuer, Energy Fuels Inc. (the "Acquirer"), and EFR Nevada Corp. The parties completed the merger on June 18, 2015 (the "Closing Date"), with each share of common stock of the Issuer being exchanged for 0.255 shares of the Acquirer (the "Exchange Ratio").
(2)	Under the terms of a severance agreement entered into between the reporting person and the Acquirer as at the Closing Date, this option will continue for a term of 24 months following the Closing Date (or such later term as applicable under the terms of the stock option plan of the Acquirer governing such stock options).
(3)	This option, which is fully vested and exercisable, was assumed by the Acquirer and replaced with an option to purchase shares of common stock of the Acquirer. Both the number of shares under the option and the exercise price are adjusted by the Exchange Ratio.

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