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 *
Roswell R Scott
  2. Issuer Name and Ticker or Trading Symbol
General Moly, Inc [GMO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Corporate Counsel, VP HR
(Last)
(First)
(Middle)
C/O GENERAL MOLY, INC., 1726 COLE BLVD., SUITE 115
3. Date of Earliest Transaction (Month/Day/Year)
01/28/2015
(Street)

LAKEWOOD, CO 80401
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

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
10% senior convertible promissory notes (1) 01/28/2015(2)   P   60,000     (1)   (3) Common Stock 60,000 (4) 60,000 D  
Common stock purchase warrants (right to buy) $ 1 01/28/2015(2)   P   60,000   06/26/2015 12/26/2019 Common Stock 60,000 (4) 60,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Roswell R Scott
C/O GENERAL MOLY, INC.
1726 COLE BLVD., SUITE 115
LAKEWOOD, CO 80401
      Corporate Counsel, VP HR  

Signatures

 /s/ Jennifer A. D'Alessandro, as attorney-in-fact   01/29/2015
**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) The notes are convertible at any time at the option of the holder into common stock of the issuer. The conversion price is equal to 80% of the greater of (i) the average volume weighted average price ("VWAP") for the 30 business day period ending on the business day prior to the date of notice of conversion, or (ii) the average VWAP for the 30 business day period ending on the original issue date of the notes; provided that in no event will the conversion price be less than $0.32. The total number of shares of common stock into which the notes are convertible shall not exceed 100 shares of common stock for each $100 principal amount converted, subject to adjustment for stock splits, dividends and combinations.
(2) On December 22, 2014, the issuer entered into definitive agreements for the private placement of units, each consisting of consisting of (i) one 10% senior convertible promissory note with an original principal amount of $100 and (ii) 100 warrants, each exercisable to purchase one share of the Company's common stock, par value $0.001 per share. The private placement closed on December 26, 2014. On January 28, 2015, the final legal condition to issuance of the shares of common stock underlying the notes and warrants was satisfied when the NYSE MKT approved the listing of such shares.
(3) The notes mature on December 26, 2019.
(4) The purchase price for each unit was $100.

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