SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
CRAFT JOSEPH W III

(Last) (First) (Middle)
1717 S. BOULDER AVENUE
SUITE 400

(Street)
TULSA OK 74119

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ALLIANCE RESOURCE PARTNERS LP [ ARLP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
President and Chief Executive
3. Date of Earliest Transaction (Month/Day/Year)
05/31/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Unit 05/31/2018 D 87,188,338(6) D (4) 0 I By Alliance Holdings GP, L.P.(6)(7)
Common Unit 05/31/2018 A 1,343,348 A (4) 1,350,529 I By Alliance Resource GP, LLC(6)
Common Unit 05/31/2018 A 18,235,922(4)(5) A (4) 18,593,374(5) D
Common Unit 2,000 I By son
Common Unit 05/31/2018 A 168,603 A (4) 168,603 I Through spouse
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: 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
Phantom unit (1) (2) (3) Common unit 223,650 223,650 D
Explanation of Responses:
1. 1 for 1
2. The Phantom units are to be settled in ARLP common units upon the reporting person's death or termination.
3. Not applicable
4. The common units were acquired as consideration for the AHGP common units held by the reporting person immediately prior to the effectiveness of the transactions contemplated by the Simplification Agreement dated February 22, 2018 (the "Simplification Agreement"). Pursuant to the Simplification Agreement, all AHGP common units were canceled and converted into the right to receive all of the ARLP common units held by AHGP and its subsidiaries on May 31, 2018. Based on a formula calculated pursuant to the Simplification Agreement, the exchange ratio was 1.478181161 ARLP common units for each AHGP common unit.
5. Held through the JWC III Rev Trust, of which Mr. Craft is trustee.
6. Mr. Craft indirectly wholly owns Alliance GP, LLC, the former general partner of Alliance Holdings GP, L.P. ("AHGP"), which wholly owns MGP II, LLC ("MGP II"), the former owner of 56,100,000 common units of ARLP, and AHGP directly owned 31,088,338 common units of ARLP all of which were distributed as disclosed in footnote 4 above. Mr. Craft and Kathleen S. Craft jointly own Alliance Resource GP, LLC ("SGP"). Mr. Craft disclaimed beneficial ownership of the common units of ARLP formerly held by AHGP and MGP II except to the extent of his pecuniary interest therein, and Mr. Craft disclaims beneficial ownership of the common units of ARLP held by SGP except to the extent of his pecuniary interest therein.
7. Pursuant to the Simplification Agreement, MGP II distributed (a) 99.999% of the 56,100,000 ARLP common units to AHGP and (b) 0.001% of the 56,100,000 ARLP Common Units to ARM GP Holdings, Inc. ("ARMH"), which ARMH then distributed to AHGP. Thereafter, the AHGP Common Units were canceled and converted into the right to receive all of the ARLP Common Units held by AHGP and its subsidiaries.
Remarks:
/s/ Joseph W. Craft by Kenneth Hemm, pursuant to power of attorney dated April 10, 2013 06/04/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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