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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 Option (right to buy) | $ 37.7 | 12/30/2005 | A | 200,000 | 12/30/2006 | 12/30/2015(2) | Common Stock | 200,000 | $ 0 | 200,000 | D | ||||
Restricted Units (phantom stock units) | (3) | 12/30/2005 | A | 40,000 | 12/30/2006(4) | 12/30/2006 | Common Stock | 40,000 | $ 0 | 40,000 | D | ||||
Restricted Units (phantom stock units) | (3) | 01/01/2006 | A | 60,000 | 12/30/2006(4) | 12/30/2006 | Common Stock | 60,000 | $ 0 | 60,000 | D | ||||
Employee Stock Option (right to buy) | $ 37.905 | 12/29/2005 | A | 50,000 | 12/30/2006 | 01/01/2016(2) | Common Stock | 50,000 | $ 0 | 50,000 | D | ||||
Restricted Units (phantom stock units) | (3) | 12/29/2005 | A | 7,300 | (5) | 11/17/2009 | Common Stock | 7,300 | $ 0 | 7,300 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BLANKENSHIP DON L 4 NORTH FOURTH STREET RICHMOND, VA 23219 |
X | CEO and President |
/s/ Richard R. Grinnan, attorney-in-fact | 01/03/2006 | |
**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) | One quarter of these restricted shares vest and become exercisable beginning on November 17, 2006, one quarter on November 17, 2007, one quarter on November 17, 2008 and the remaining quarter on November 17, 2009. |
(2) | The stock options must be exercised by the reporting person in the first 20 days exercise is permissible for the reporting person pursuant to that certain Letter Agreement dated December 20, 2005 between Massey Energy Company and the reporting person (the "Letter Agreement"). |
(3) | The conversion price of each restricted unit is the cash value on each vesting date of one share of Massey common stock. |
(4) | The restricted units vest and become exercisable on December 30, 2006 only in the event that a certain condition is met pursuant to the Letter Agreement. |
(5) | One quarter of these restricted units vest and become exercisable beginning on November 17, 2006, one quarter on November 17, 2007, one quarter on November 17, 2008 and the remaining quarter on November 17, 2009. |