FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/23/2008 |
3. Issuer Name and Ticker or Trading Symbol
Patriot Coal CORP [ PCX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) 08/01/2008 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock, par value of $0.01 per share | 844,948(1)(2) | I | See Footnote(3)(4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Convertible Note | 02/15/2013(5) | 05/30/2013 | Common Stock | $3,705,000(6) | $135.34(6) | I | See Footnote(7) |
Explanation of Responses: |
1. This amendment to Form 3 is being filed to correct an administrative oversight that resulted in the aggregation of the derivative securities included on Table II hereof with the common stock beneficially owned by the reporting person. |
2. The reporting person may be deemed to be a member of a group beneficially owning 10% or more of the common stock of the issuer within the meaning of Section 13(d) of the Securities Exchange Act of 1934. Except as set forth herein, the reporting person disclaims beneficial ownership of all securities other than those reported herein, and this report shall not be deemed an admission that such a group exists or that the reporting person is the beneficial owner of the securities of such group for purposes of Section 16 or for any other purpose. |
3. These shares of Common Stock are held directly by Citigroup Capital Partners II 2006 Citigroup Investment, L.P., Citigroup Capital Partners II Employee Master Fund, L.P., Citigroup Capital Partners II Onshore, L.P., Citigroup Capital Partners II Cayman Holdings, L.P. (collectively, the "CCP Funds") and Citigroup Inc. ("Citigroup"). Citigroup Private Equity, LP ("Citigroup PE") is the general partner of each of the CCP Funds, Citigroup Alternative Investments LLC ("CAI") is its general partner and is a wholly owned subsidiary of Citigroup. |
4. Each of the CCP Funds disclaims beneficial ownership of any shares of Common Stock held by any other person and each of Citigroup, CAI and Citigroup PE disclaims beneficial ownership of the shares held by the CCP Funds except to the extent of their pecuniary interest in the CCP Funds, if any. |
5. The convertible notes may be exercised prior to February 15, 2013 only upon the occurrence of certain events. |
6. The face value of the convertible notes is $3,705,000 in the aggregate. The conversion price is subject to adjustment upon the occurrence of certain events. |
7. The convertible notes are held directly by CAI and Citigroup Global Markets Inc. ("CGMI"), each of which is an indirect wholly-owned subsidiary of the reporting person. Citigroup Financial Products Inc. ("CFP") is the sole stockholder of CGMI. Citigroup Global Markets Holdings Inc. ("CGMH") is the sole stockholder of CFP. Citigroup Investments Inc. ("CII") is the sole stockholder of CAI. Citigroup Inc. is the sole stockholder of each of CGMH and CII. |
Citigroup Inc., By: /s/ Ali L. Karshan, Name: Ali L. Karshan, Title: Assistant Secretary | 07/02/2010 | |
** 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 5 (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. |