|
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 |
|
| |||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||
| 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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| CLASS A PREFERRED UNITS (LIMITED PARTNER INTERESTS) | (1) (2) | 09/30/2016 | A | 3,956,496 | (1)(2) | (1)(2) | COMMON UNITS | 3,956,496 | (3) (4) | 3,956,496 | D (5) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| CONSOL Energy Inc 1000 CONSOL ENERGY DRIVE CANONSBURG, PA 15317 |
X | X | ||
| /s/ Stephanie L. Gill, Stephanie L. Gill, Vice President, General Counsel & Corporate Secretary of CONSOL Energy Inc. | 10/04/2016 | |
| **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) | Each Class A Preferred Unit will convert into one common unit representing limited partnership interests in the Issuer (the "Common Units"), at the election of CONSOL Energy Inc. ("CONSOL" or the "Reporting Person"), (i) at any time after September 30, 2017, (ii) with respect to any dissolution or liquidation of the Issuer pursuant to the Issuer's Partnership Agreement occurring prior to September 30, 2017, as of the business day immediately prior to the effective date of such dissolution or liquidation and (iii) with respect to a Class A Preferred Unit Change of Control (as defined in the Issuer's Partnership Agreement), as of the business day immediately prior to the record date or effective date, as applicable, of such Class A Preferred Unit Change of Control. |
| (2) | (Continued from footnote 1) All, but not less than all, of the outstanding Class A Preferred Units are convertible at the election of the Issuer into Common Units on a one-for-one basis, on or after September 30, 2019, subject to certain conditions set forth in the Issuer's Partnership Agreement. The Class A Preferred Units have no expiration date. |
| (3) | On September 30, 2016, the Issuer and its wholly owned subsidiary, CNX Thermal Holdings LLC ("CNX Thermal"), entered into a Contribution Agreement (the "Contribution Agreement") with CONSOL, Consol Pennsylvania Coal Company LLC ("CPCC") and Conrhein Coal Company ("Conrhein" and together with CPCC, the "Contributing Parties"), under which CNX Thermal acquired an undivided 6.25% of the Contributing Parties' right, title and interest in and to the Pennsylvania Mine Complex (which represents an aggregate 5% undivided interest in and to the Pennsylvania Mine Complex) (the "Acquisition"), in exchange for (i) cash consideration in the amount of $21.5 million and (ii) the Issuer's issuance of 3,956,496 Class A Preferred Units at an issue price of $17.01 per Class A Preferred Unit (the "Class A Preferred Unit Issue Price"), or an aggregate $67.3 million in equity consideration. |
| (4) | (Continued from footnote 3) The Class A Preferred Unit Issue Price was calculated as the volume-weighted average trading price of the Issuer's Common Units over the trailing 15-day trading period ending on September 29, 2016 (or $14.79), plus a 15% premium. |
| (5) | CONSOL is the direct holder of limited partnership interests in the Issuer. CONSOL is also the sole owner of the membership interests of CNX Coal Resources GP LLC, the general partner of the Issuer (the "General Partner"). The General Partner owns a 1.71% general partner interest in the Issuer. |