SEC FORM 4

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^*

JAMES WILLIAM E

(Last)

(First)

(Middle)

C/O ROCKPORT CAPITAL PARTNERS, LLC

160 FEDERAL STREET, 18TH FLOOR

(Street)

BOSTON

02110-1776

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PEABODY ENERGY CORP [ BTU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2007

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	11/19/2007		M		28,082	A	$3.3001	29,943	D
Common Stock	11/19/2007		S		246	D	$50.13	29,697	D
Common Stock	11/19/2007		S		400	D	$50.14	29,297	D
Common Stock	11/19/2007		S		400	D	$50.15	28,897	D
Common Stock	11/19/2007		S		600	D	$50.17	28,297	D
Common Stock	11/19/2007		S		1,500	D	$50.18	26,797	D
Common Stock	11/19/2007		S		1,700	D	$50.19	25,097	D
Common Stock	11/19/2007		S		2,800	D	$50.2	22,297	D
Common Stock	11/19/2007		S		1,700	D	$50.21	20,597	D
Common Stock	11/19/2007		S		1,700	D	$50.22	18,897	D
Common Stock	11/19/2007		S		400	D	$50.23	18,497	D
Common Stock	11/19/2007		S		200	D	$50.24	18,297	D
Common Stock	11/19/2007		S		100	D	$50.27	18,197	D
Common Stock	11/19/2007		S		500	D	$50.28	17,697	D
Common Stock	11/19/2007		S		500	D	$50.29	17,197	D
Common Stock	11/19/2007		S		800	D	$50.3	16,397	D
Common Stock	11/19/2007		S		154	D	$50.31	16,243	D
Common Stock	11/19/2007		S		300	D	$50.33	15,943	D
Common Stock	11/19/2007		S		14,082	D	$51.5	1,861	D
Common Stock								7,520	I	By Trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)⁽¹⁾	$3.3001	11/19/2007		M			28,082	11/19/2007	05/19/2008	Common Stock	28,082	⁽²⁾	175,000⁽³⁾	D

Explanation of Responses:

1. On October 31, 2007, Peabody Energy Corporation distributed, as a pro rata stock dividend, all of the shares of its wholly-owned subsidiary, Patriot Coal Corporation, to holders of record of Peabody Energy common stock as of the close of business on October 22, 2007 (the "spin-off"). Effective upon completion of the spin-off, the Compensation Committee of the board of directors of Peabody Energy adjusted outstanding equity awards under existing stock plans, including outstanding stock options, to preserve the pre-spin-off intrinsic value of such awards. Accordingly, the number of shares of common stock underlying each option was increased by multiplying the number prior to the spin-off by 1.082524 and the exercise price was decreased by multiplying the exercise price prior to the spin-off by 0.923767.

2. Not applicable.

3. Does not include an additional 31,745 options with different expiration dates and exercise prices.

Remarks:

	William E. James By: Bryan L. Sutter, Attorney-in-Fact	11/20/2007
	** 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).
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