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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Senior Secured Second Lien Exchangeable PIK Notes due 2017 | (1) (2) | 08/30/2016 | A(1)(2) | 0 (1) (2) | (1)(2) | (1)(2) | Common Units | (1) (2) | (1) (2) | 0 (1) (2) | I (1) (2) | See Footnotes (1) (2) | |||
| Warrants | $ 0.8928 | 12/15/2016 | P | 17,556 | (3) | (3) | Common Units | 17,556 (4) | $ 40 | 17,556 | I (5) | See Footnote (5) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Murray Robert Eugene C/O MURRAY ENERGY CORPORATION 46226 NATIONAL ROAD ST. CLAIRSVILLE, OH 43950 |
X | X | ||
| Murray Energy Corp C/O MURRAY ENERGY CORPORATION 46226 NATIONAL ROAD ST. CLAIRSVILLE, OH 43950 |
X | |||
| Murray Energy Holdings Co. C/O MURRAY ENERGY CORPORATION 46226 NATIONAL ROAD ST. CLAIRSVILLE, OH 43950 |
X | |||
| Robert E. Murray Trust C/O MURRAY ENERGY CORPORATION 46226 NATIONAL ROAD ST. CLAIRSVILLE, OH 43950 |
X | |||
| ROBERT E. MURRAY /s/ Robert E. Murray | 03/07/2017 | |
| **Signature of Reporting Person | Date | |
| MURRAY ENERGY CORPORATION /s/ Robert E. Murray By: Robert E. Murray Title: President and Chief Executive Officer | 03/07/2017 | |
| **Signature of Reporting Person | Date | |
| MURRAY ENERGY HOLDINGS CO. /s/ Robert E. Murray By: Robert E. Murray Title: President and Chief Executive Officer | 03/07/2017 | |
| **Signature of Reporting Person | Date | |
| ROBERT E. MURRAY TRUST /s/ Robert E. Murray By: Robert E. Murray Title: Settlor and Trustee | 03/07/2017 | |
| **Signature of Reporting Person | Date |
| * | 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 reporting persons do not hold any Senior Secured Second Lien Exchangeable PIK Notes due 2017 (the "Exchangeable PIK Notes"). The Exchangeable PIK Notes were issued pursuant to an indenture, dated August 30, 2016, between Foresight Energy LLC, Foresight Energy Finance Corporation, the guarantors party thereto, Wilmington Trust, National Association, as trustee and American Stock Transfer & Trust Company, LLC as notes administrator and exchange agent (the "Exchangeable PIK Notes Indenture"). The reporting persons have the right to purchase all of the Exchangeable PIK Notes at any time, if they are outstanding, prior to October 2, 2017 (subject to certain circumstances set forth in the Exchangeable PIK Notes Indenture) by paying a purchase price in cash equal to 100% of the principal amount of the Exchangeable PIK Notes to be purchased, plus accrued and unpaid interest, if any, to (but excluding) the purchase date (the "Murray Purchase" and such date, the "Murray Purchase Date"). |
| (2) | Immediately prior to the consummation of such a purchase of Exchangeable PIK Notes (but subject to such purchase being consummated), the exchange rate for the Exchangeable PIK Notes will automatically become the lesser of (i) the exchange rate in effect on the business day immediately prior to the Murray Purchase Date, and (ii) a number equal to one divided by 92.5% of the 30 trading day volume weighted average price on the Murray Purchase Date. |
| (3) | The warrants are exercisable at any time during the period commencing on the date the Exchangeable PIK Notes are fully redeemed or purchased pursuant to the Murray Purchase (in each case in accordance with the terms of the Exchangeable PIK Notes Indenture), and ending at 5:00 p.m. New York City time, on the date immediately preceding the tenth anniversary of such date. |
| (4) | The number of Common Units issuable upon the exercise of the warrants is subject to adjustments set forth in the Warrant Agreement, dated August 30, 3016, between Foresight Energy LP and American Stock Transfer & Trust Company, LLC, and the form of warrant therein. |
| (5) | The warrants are directly held by Murray South America, Inc. ("MSA"). Murray Energy Corporation ("MEC") owns 100% of the capital stock of MSA. Murray Energy Holdings Co. ("Holdings") owns 100% of the capital stock of MEC. Robert E. Murray Trust (the "Trust") holds 100% of the Class A Voting Common Shares of Holdings. Robert E. Murray is the settlor and trustee of the Trust. Robert E. Murray disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for the purposes of Section 16 or for any other purpose. |