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
Alpha Natural Resources, Inc. [ ANR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/31/2009 | ||||||||||||||||||||||||||
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 Stock | 07/31/2009 | A | 185,281(1) | A | (2) | 185,281 | D | |||
Common Stock | 08/03/2009 | A | 115,942(3) | A | $0.00 | 301,223 | D |
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 | ||||||||
Employee Stock Option (right to buy) | $19 | 07/31/2009 | A | 72,905(4) | (5) | 02/14/2015 | Common Stock | 72,905 | (4) | 72,905 | D |
Explanation of Responses: |
1. This includes 37,423 shares of common stock and 147,858 shares of restricted stock received in connection with the merger of the entity formerly known as Alpha Natural Resources, Inc. ("Old Alpha") with and into Foundation Coal Holdings, Inc., which immediately after the merger changed its name to "Alpha Natural Resources, Inc." (the "Issuer"). |
2. On the effective date of the merger, the closing price of Old Alpha common stock was $33.31 per share, and the closing price of Foundation Coal Holdings, Inc. common stock was $35.93 per share. |
3. Includes 87,992 restricted stock units issued under the Issuer's 2005 Long-Term Incentive Plan (the "RSUs") and 27,950 restricted stock units issued as a retention award under the Issuer's 2005 Long-Term Incentive Plan (the "Retention RSUs"). The RSUs vest in three equal annual installments beginning August 3, 2010. The Retention RSUs vest as follows: 75% of the Retention RSUs vest on February 25, 2012, and the remaining 25% of the Retention RSUs vest on August 3, 2012. |
4. Received in the merger in exchange for an employee stock option to acquire 72,905 shares of Old Alpha common stock with an exercise price of $19.00 per share. |
5. The option vests in five equal annual installments beginning February 14, 2006. |
Remarks: |
M. Robert Morrill, Attorney-in-Fact for Kevin S. Crutchfield | 08/04/2009 | |
** 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. |