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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 | ||||||||
Employee Stock Options (right to buy) | $ 19.5 | 06/01/2011 | D | 2,894 (2) | 11/10/2011(2) | 11/10/2018 | Common Stock | 2,894 (2) | $ 0 (2) | 0 | D | ||||
Employee Stock Options (right to buy) | $ 34.05 | 06/01/2011 | D | 2,939 (3) | 11/09/2011(3) | 11/09/2019 | Common Stock | 2,939 (3) | $ 0 (3) | 0 | D | ||||
Employee Stock Options (right to buy) | $ 49.58 | 06/01/2011 | D | 3,066 (4) | 11/23/2011(4) | 11/23/2020 | Common Stock | 3,066 (4) | $ 0 (4) | 0 | D | ||||
Restricted Units (phantom stock units) | (5) | 06/01/2011 | D | 3,304 (5) | (5) | (5) | Common Stock | 3,304 (5) | $ 0 (5) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Harvey M Shane C/O MASSEY ENERGY COMPANY 4 NORTH 4TH STREET RICHMOND, VA 23219 |
VP and General Counsel |
/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 5,222 restricted shares that vested and converted into the Merger Consideration. Any fractional share will be paid in cash. |
(2) | The option provided that it vested and became exercisable on November 10, 2011. This option vested and was converted pursuant to the Merger Agreement into an option to purchase 3,504 shares of Alpha common stock at $16.10 per share, with the same terms and conditions as the original Massey stock option. |
(3) | The option provided that 1,469 shares vest on November 9, 2011 and 1,470 shares vest on November 9, 2012. This option vested and was converted pursuant to the Merger Agreement into an option to purchase 3,558 shares of Alpha common stock at $28.12 per share, with the same terms and conditions as the original Massey stock option. |
(4) | The option provided that 1,022 shares vest on November 23, 2011, 1,022 shares vest on November 23, 2012 and 1,022 shares vest on November 23, 2013. This option vested and was converted pursuant to the Merger Agreement into an option to purchase 3,712 shares of Alpha common stock at $40.95 per share, with the same terms and conditions as the original Massey stock option. |
(5) | The reporting person held 3,304 restricted units. Pursuant to the Merger Agreement, the restricted units were cancelled 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 the average of the volume weighted average price per share of Alpha common stock on the New York Stock Exchange on each of the last five consecutive trading days prior to the effective time of the merger (rounded to the nearest one-tenth of a cent) and (y) $10.00 in cash and (B) the number of shares of Massey common stock subject to the Massey restricted stock units immediately prior to the effective time of the merger. |