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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 | ||||||||
Stock Option (right to buy) | $ 13.49 (2) | 06/01/2011 | D | 2,207 (2) | (2) | 02/17/2019 | Common Stock | 2,207 (2) | $ 0 (2) | 0 | D | ||||
Phanton Stock Units | (3) | 06/01/2011 | D | 18,252.58 (3) | (3) | (3) | Common Stock | 18,252.58 (3) | $ 0 (3) | 0 | D | ||||
Phanton Stock Units | (4) | 06/01/2011 | D | 194.81 (4) | (4) | (4) | Common Stock | 194.81 (4) | $ 0 (4) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MOORE DAN R C/O MASSEY ENERGY COMPANY 4 NORTH 4TH STREET RICHMOND, VA 23219 |
X |
/s/ Richard R. Grinnan, attorney-in-fact | 06/03/2011 | |
**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) | Disposed of pursuant to the Agreement and Plan of Merger, dated as of January 27, 2011, among Massey Energy Company ("Massey") and Alpha Natural Resources, Inc. ("Alpha") and Mountain Merger Sub, Inc. Each share of Massey common stock was exchanged for (i) 1.025 shares of Alpha common stock and (ii) $10.00 in cash, without interest (the "Merger Consideration"). Includes 12,515 restricted shares that vested and converted into the Merger Consideration. Includes 1,376 restricted shares of Massey common stock that were converted into 1,666 restricted shares of Alpha common stock subject to the same terms and conditions as were applicable immediately prior to the merger. Any fractional share will be paid in cash. |
(2) | These stock options which provided for vesting on February 17, 2012, vested and were converted pursuant to the Merger Agreement into an option to purchase 2,672 shares of Alpha common stock at $11.14 per share, with the same terms and conditions as the original Massey stock option. |
(3) | At the effective time of the merger, the director fee units were canceled, and the reporting person will receive a cash payment, without interest, equal to the product of (A) the sum of (x) 1.025 multiplied by $52.51 and (y) $10.00 in cash and (B) the number of shares of Massey common stock subject to the Massey director fee unit immediately before the effective time of the merger. If the Massey director fee unit is not otherwise payable to the reporting person at the effective date, the value of the merger consideration will be credited with interest under the Massey Deferred Directors' Fees Program until paid pursuant to that program. |
(4) | At the effective time of the merger, these director fee units were assumed by Alpha and automatically converted into an award in respect of Alpha common stock on the same terms and conditions as were applicable immediately prior to the effective time of the merger, except that the number of whole shares of Alpha common stock underlying each such converted director fee unit (rounded up to the nearest whole share) will be adjusted based on the average prices per share of Massey common stock and Alpha common stock on each of the last five consecutive trading days prior to the effective time of the merger. |