Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Brown Mark Thomas
2. Date of Event Requiring Statement (Month/Day/Year)
12/11/2012
3. Issuer Name and Ticker or Trading Symbol
RARE ELEMENT RESOURCES LTD [REE]
(Last)
(First)
(Middle)
225 UNION BLVD., SUITE 250
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

LAKEWOOD, CO 80228
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 363,000
D
 
Common Stock 330,000
I
Registered Retirement Savings Plan
Common Stock 40,000
I
Spartacus Management (1)
Common Stock 882,000
I
Pacific Opportunity Capital (2)
Common Stock 3,000
I
Spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   (4) 05/28/2015 Common Stock 100,000 $ 2.75 (3) D  
Employee Stock Option (Right to Buy)   (6) 03/16/2016 Common Stock 150,000 $ 10.64 (5) D  
Employee Stock Option (Right to Buy)   (8) 12/02/2016 Common Stock 80,000 $ 5.3 (7) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Brown Mark Thomas
225 UNION BLVD.
SUITE 250
LAKEWOOD, CO 80228
  X      

Signatures

Mark T. Brown 12/13/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Spartacus Management Inc. is a private company wholly-owned by the reporting person.
(2) Pacific Opportunity Capital Ltd is a private company controlled by the reporting person.
(3) The exercise price of the Employee Stock Option was CDN$2.71, which has been converted to the US Dollar equivalent using the exchange rate on December 12, 2012.
(4) Options vested as follows: 20% of the options vested 4 months from 05/28/2010 ("Grant Date"); 20% of the options vested 8 months from Grant Date; 20% of the options vested 12 months from Grant Date; 20% of options vested 15 months from Grant Date; 20% of the options vested 18 months from Grant Date.
(5) The exercise price of the Employee Stock Option was CDN$10.50, which has been converted to the US Dollar equivalent using the exchange rate on December 12, 2012.
(6) Options vested as follows: 20% of the options vested 4 months from 03/16/2011 ("Grant Date"); 20% of the options vested 8 months from Grant Date; 20% of the options vested 12 months from Grant Date; 20% of options vested 15 months from Grant Date; 20% of the options vested 18 months from Grant Date.
(7) The exercise price of the Employee Stock Option was CDN$5.23, which has been converted to the US Dollar equivalent using the exchange rate on December 12, 2012.
(8) Options vested as follows: 20% of the options vested 4 months from 12/02/2011 ("Grant Date"); 20% of the options vested 8 months from Grant Date; 20% of the options vested 12 months from Grant Date; 20% of options vested 15 months from Grant Date; 20% of the options vested 18 months from Grant Date.

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