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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 | ||||||||
Warrants | $ 0.8928 (1) | 12/15/2016 | P | 17,556 | 03/28/2017(2) | (2) | Common Units | 225,167 (1) | $ 40 | 17,556 | I | By limited liability company (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Holcomb Donald R C/O CLINE TRUST COMPANY LLC 3801 PGA BLVD., STE. 903 PALM BEACH GARDENS, FL 33410 |
X | |||
Cline Trust Co LLC 3801 PGA BLVD., STE. 903 PALM BEACH GARDENS, FL 33410 |
X |
/s/ Donald R. Holcomb, for himself and as Manager of Cline Trust Company LLC | 03/30/2017 | |
**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 exercise price and the number of common units representing limited partnership interests ("Common Units") issuable upon the exercise of the warrants is subject to adjustment as set forth in the Warrant Agreement, dated August 30, 2016, between the Issuer and American Stock Transfer and Trust Company, LLC, and the form of warrant therein. |
(2) | The warrants are exercisable at any time during the period commencing on the date the Issuer's Senior Secured Second Lien Exchangeable PIK Notes due 2017 (the "Exchangeable PIK Notes") are fully redeemed or purchased pursuant to a Murray Purchase (in each case in accordance with the terms of the indenture related to the Exchangeable PIK Notes dated August 30, 2016 between Foresight Energy LLC, Foresight Energy Finance Corporation, the guarantor party thereto, Wilmington Trust, National Association, as trustee, and American Stock Transfer and Trust Company, LLC, as notes administrator and exchange agent) and ending at 5:00 p.m. New York City time, on the date immediately preceding the tenth anniversary of such date. The Exchangeable PIK Notes were fully redeemed on March 28, 2017. |
(3) | Donald R. Holcomb is the Manager of Cline Trust Company LLC, a Delaware limited liability company, which agreed to purchase the warrants from a third party on December 15, 2016 and is the record holder thereof. The reporting persons disclaim beneficial ownership in the warrants and underlying Common Units except to the extent of such reporting person's pecuniary interest therein. This statement shall not be deemed an admission that any reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this statement. |