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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Alliance Holdings GP, L.P. [ AHGP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/18/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 Units | 20,641,168 | I | By Alliance Resource GP, LLC(1)(2) | |||||||
Common Unit | 5,193,759(3) | D | ||||||||
Common Units | 4,411,579(3) | I | By GRAT | |||||||
Common Unit | 12/18/2007 | J(5) | 50,980 | D | $0 | 549,020 | I | By Alliance Management Holdings III, LLC(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
Explanation of Responses: |
1. Joseph W. Craft III ("Craft") indirectly holds 20,641,168 Common Units of AHGP through Alliance Resources Holdings, Inc. ("ARH II"), of which he is sole director and sole shareholder. ARH II holds all of the outstanding shares of Alliance Resource Holdings, Inc. ("ARH"). ARH, in turn, holds all of the outstanding membership interests of Alliance Resources GP, LLC (the "SGP"). Prior to June 13, 2006, Craft was the majority, but not sole, shareholder of ARH II. On June 13, 2006, Craft and ARH II entered into a stock purchase and stock redemption transaction with the other shareholders of ARH II which, after giving effect thereto, resulted in Craft becoming the sole shareholder of ARH II. In a prior Form 4 filing, Craft reported his interest in the 20,641,168 Common Units of AHGP held by the SGP, but disclaimed beneficial ownership in such Common Units except to the extent of his pecuniary interest therein. (Continued in footnote (2). |
2. Craft, as sole shareholder of ARH II, no longer disclaims beneficial interest with respect to any of the 20,641,168 AHGP Common Units held by the SGP. |
3. After giving effect to the Alliance Management Holdings, LLC ("AMH") Liquidation and the AMH II Liquidation, and the stock purchase and stock redemption transaction referenced in footnote (1) above, Craft directly acquired 4,693,759 Common Units of AHGP, and indirectly acquired, through the Joseph W. Craft III Grantor Retained Annuity Trust dated February 27, 2006, 4,411,479 Common Units of AHGP. |
4. Craft indirectly holds 549,020 Common Units of AHGP through Alliance Management Holdings III, LLC ("AMH III"), which acquired 600,000 Common Units of AHGP in connection with the AMH Liquidation and the AMH II Liquidation. Craft is the sole director of AMH III and owns 42.43% of the membership interests in AMH III. Craft disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interests therein. |
5. Alliance Resource Management III, LLC tranferred 50,980 of its common units to Alliance Coal, LLC through a series of affiliate or intercompany transfers. Alliance Coal, LLC then distributed those 50,980 common units to certain of its and its subsidiaries' employees. |
Remarks: |
Joseph W. Craft by Mindy Kerber, pursuant to power of attorney dated July 27, 2006 | 12/19/2007 | |
** 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. | ||
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 Number. |