-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HIUUwgwg0QW1YsqR6wk39WGKjEIN2kuCen9GNRDbLJhG3+nCGYCQbpS+K3c6XWqi BebqTLWpzGgyiy2soaDY9g== 0001341004-10-001052.txt : 20100617 0001341004-10-001052.hdr.sgml : 20100617 20100617160246 ACCESSION NUMBER: 0001341004-10-001052 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100617 DATE AS OF CHANGE: 20100617 GROUP MEMBERS: ARCLIGHT CAPITAL HOLDINGS, LLC GROUP MEMBERS: ARCLIGHT ENERGY PARTNERS FUND II, L.P. GROUP MEMBERS: ARCLIGHT PEF GP II, LLC GROUP MEMBERS: ARCLIGHT PEF GP, LLC GROUP MEMBERS: B. SCOTT SPEARS GROUP MEMBERS: CASCADE INVESTMENT, L.L.C. GROUP MEMBERS: CITIGROUP ALTERNATIVE INVESTMENTS LLC GROUP MEMBERS: CITIGROUP CAPITAL PARTNERS II 2006 CITIGROUP INVESTMENT, L.P GROUP MEMBERS: CITIGROUP CAPITAL PARTNERS II CAYMAN HOLDINGS, L.P. GROUP MEMBERS: CITIGROUP CAPITAL PARTNERS II EMPLOYEE MASTER FUND, L.P. GROUP MEMBERS: CITIGROUP CAPITAL PARTNERS II ONSHORE, L.P. GROUP MEMBERS: CITIGROUP INC. GROUP MEMBERS: CITIGROUP INVESTMENTS INC. GROUP MEMBERS: CITIGROUP PRIVATE EQUITY LP GROUP MEMBERS: DANIEL R. REVERS GROUP MEMBERS: DAVID TURNBULL GROUP MEMBERS: HOWARD HUGHES MEDICAL INSTITUTE GROUP MEMBERS: JOHN F. ERHARD GROUP MEMBERS: PAUL VINING GROUP MEMBERS: ROBB E. TURNER GROUP MEMBERS: ROBERT BENNETT GROUP MEMBERS: WILLIAM H. GATES III FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARCLIGHT ENERGY PARTNERS FUND I LP CENTRAL INDEX KEY: 0001140654 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 21ST FLOOR CITY: BOSTON STATE: MA ZIP: 02117 BUSINESS PHONE: 617-867-96 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Patriot Coal CORP CENTRAL INDEX KEY: 0001376812 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE MINING [1220] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83427 FILM NUMBER: 10903297 BUSINESS ADDRESS: STREET 1: 12312 OLIVE BOULEVARD STREET 2: SUITE 400 CITY: ST. LOUIS STATE: MO ZIP: 63141 BUSINESS PHONE: 314-275-3600 MAIL ADDRESS: STREET 1: 12312 OLIVE BOULEVARD STREET 2: SUITE 400 CITY: ST. LOUIS STATE: MO ZIP: 63141 FORMER COMPANY: FORMER CONFORMED NAME: Eastern Coal Holding Company, Inc. DATE OF NAME CHANGE: 20060928 SC 13D/A 1 pcc_13d.htm SCHEDULE 13D, AMENDMENT NO. 7 pcc_13d.htm
 


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.7)1
 
Patriot Coal Corporation
(Name of Issuer)
 
Common Stock, $0.01 par value per share
(Title of Class of Securities)
 
70336T 10 4
(CUSIP Number)
 
John A. Tisdale, Esq.
General Counsel
ArcLight Capital Holdings, LLC
200 Clarendon Street, 55th Floor
Boston, MA 02117
Telephone: (617) 531−6300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
 
 
June 14, 2010
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 13d-1(f) or
240.13d-1(g), check the following box [  ].
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
1 The remainder of this cover page shall be filled out for a reporting person’s initial filling on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 
1

 

SCHEDULE 13D
 
CUSIP No.                     70336T 10 4
 
Page
2
of
50
Pages
     
1
NAME OF REPORTING PERSON
 
ArcLight Energy Partners Fund I, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
(a)  £
(b)  x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
 
SHARES
7
SOLE VOTING POWER
 
 
 
BENEFICIALLY
 
OWNED BY
8
SHARED VOTING POWER
6,165,049
 
 
EACH
 
REPORTING
9
SOLE DISPOSITIVE POWER
 
 
 
PERSON
 
WITH
10
SHARED DISPOSITIVE POWER
6,165,049
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,165,049
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
 
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN


 
2

 

SCHEDULE 13D
 
CUSIP No.                     70336T 10 4
 
Page
3
of
50
Pages
     
1
NAME OF REPORTING PERSON
 
ArcLight Energy Partners Fund II, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
(a)  £
(b)  x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
 
SHARES
7
SOLE VOTING POWER
 
 
 
BENEFICIALLY
 
OWNED BY
8
SHARED VOTING POWER
4,936,778
 
 
EACH
 
REPORTING
9
SOLE DISPOSITIVE POWER
 
 
 
PERSON
 
WITH
10
SHARED DISPOSITIVE POWER
4,936,778
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,936,778
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
 
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN


 
3

 

SCHEDULE 13D
 
CUSIP No.                     70336T 10 4
 
Page
4
of
50
Pages
     
1
NAME OF REPORTING PERSON
 
ArcLight PEF GP, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
(a)  £
(b)  x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
 
SHARES
7
SOLE VOTING POWER
 
 
 
BENEFICIALLY
 
OWNED BY
8
SHARED VOTING POWER
6,165,049*
 
 
EACH
 
REPORTING
9
SOLE DISPOSITIVE POWER
 
 
 
PERSON
 
WITH
10
SHARED DISPOSITIVE POWER
6,165,049
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,165,049
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
 
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO
*  Solely in its capacity as the general partner of ArcLight Energy Partners Fund I, L.P.
 

 
4

 

SCHEDULE 13D
 
CUSIP No.                     70336T 10 4
 
Page
5
of
50
Pages
     
1
NAME OF REPORTING PERSON
 
ArcLight PEF GP II, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
(a)  £
(b)  x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
 
SHARES
7
SOLE VOTING POWER
 
 
 
BENEFICIALLY
 
OWNED BY
8
SHARED VOTING POWER
4,936,778*
 
 
EACH
 
REPORTING
9
SOLE DISPOSITIVE POWER
 
 
 
PERSON
 
WITH
10
SHARED DISPOSITIVE POWER
4,936,778
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,936,778
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
 
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO
*  Solely in its capacity as the general partner of ArcLight Energy Partners Fund II, L.P.
 

 

 
5

 

SCHEDULE 13D
 
CUSIP No.                     70336T 10 4
 
Page
6
of
50
Pages
     
1
NAME OF REPORTING PERSON
 
ArcLight Capital Holdings, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
(a)  £
(b)  x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
 
SHARES
7
SOLE VOTING POWER
 
 
 
BENEFICIALLY
 
OWNED BY
8
SHARED VOTING POWER
11,101,827*
 
 
EACH
 
REPORTING
9
SOLE DISPOSITIVE POWER
 
 
 
PERSON
 
WITH
10
SHARED DISPOSITIVE POWER
11,101,827
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,101,827
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2%
 
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO
*  Solely in its capacity as the manager of ArcLight PEF GP, LLC, the general partner of ArcLight Energy Partners Fund I, L.P. and ArcLight PEF GP II, LLC, the general partner of ArcLight Energy Partners Fund II, L.P.
 

 
6

 

SCHEDULE 13D
 

 
CUSIP No.                     70336T 10 4
 
Page
7
of
50
Pages
     
1
NAME OF REPORTING PERSON
 
Daniel R. Revers*
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
(a)  £
(b)  x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
 
SHARES
7
SOLE VOTING POWER
 
 
 
BENEFICIALLY
 
OWNED BY
8
SHARED VOTING POWER
11,101,827*
 
 
EACH
 
REPORTING
9
SOLE DISPOSITIVE POWER
 
 
 
PERSON
 
WITH
10
SHARED DISPOSITIVE POWER
11,101,827
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,101,827
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2%
 
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN
*  Solely in his capacity as the manager of ArcLight Capital Holdings, LLC, the manager of ArcLight PEF GP, LLC  which is the general partner of ArcLight Energy Partners Fund I, L.P. and ArcLight PEF GP II, LLC, the general partner of ArcLight Energy Partners Fund II, L.P.  Mr. Revers disclaims beneficial ownership of the shares of Common Stock held by the ArcLight Funds, except to the extent of his pecuniary interest in such funds.
 

 
7

 

SCHEDULE 13D
 
CUSIP No.                     70336T 10 4
 
Page
8
of
50
Pages
     
1
NAME OF REPORTING PERSON
 
Robb E. Turner*
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
(a)  £
(b)  x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
 
SHARES
7
SOLE VOTING POWER
 
 
 
BENEFICIALLY
 
OWNED BY
8
SHARED VOTING POWER
11,101,827*
 
 
EACH
 
REPORTING
9
SOLE DISPOSITIVE POWER
 
 
 
PERSON
 
WITH
10
SHARED DISPOSITIVE POWER
11,101,827
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,101,827
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2%
 
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN
*  Solely in his capacity as the manager of ArcLight Capital Holdings, LLC, the manager of ArcLight PEF GP, LLC  which is the general partner of ArcLight Energy Partners Fund I, L.P. and ArcLight Energy Partners Fund II, L.P.  Mr. Turner disclaims beneficial ownership of the shares of Common Stock held by the ArcLight Funds, except to the extent of his pecuniary interest in such funds.
 

 
8

 


 
SCHEDULE 13D
 
CUSIP No.                     70336T 10 4
 
Page
9
of
50
Pages
     
1
NAME OF REPORTING PERSON
 
John F. Erhard*
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
(a)  £
(b)  x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
 
SHARES
7
SOLE VOTING POWER
 
 
 
BENEFICIALLY
 
OWNED BY
8
SHARED VOTING POWER
11,101,827*
 
 
EACH
 
REPORTING
9
SOLE DISPOSITIVE POWER
 
 
 
PERSON
 
WITH
10
SHARED DISPOSITIVE POWER
11,101,827
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,101,827
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2%
 
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN
*  Solely in his capacity as a principal of ArcLight Capital Holdings, LLC, the manager of ArcLight PEF GP, LLC  which is the general partner of ArcLight Energy Partners Fund I, L.P. and ArcLight Energy Partners Fund II, L.P.  Mr. Erhard disclaims beneficial ownership of the shares of Common Stock held by the ArcLight Funds, except to the extent of his pecuniary interest in such funds.
 

 
9

 

SCHEDULE 13D
 
CUSIP No.                     70336T 10 4
 
Page
10
of
50
Pages
     
1
NAME OF REPORTING PERSON
 
Cascade Investment, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
(a)  £
(b)  x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
OO
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Washington
 
NUMBER OF
 
SHARES
7
SOLE VOTING POWER
2,391,231(1)
 
 
BENEFICIALLY
 
OWNED BY
8
SHARED VOTING POWER
 
 
 
EACH
 
REPORTING
9
SOLE DISPOSITIVE POWER
2,391,231 (1)
 
 
PERSON
 
WITH
10
SHARED DISPOSITIVE POWER
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,391,231
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
 
14
TYPE OF REPORTING PERSON (See Instructions)
 
OO
(1)  All shares of Common Stock held by Cascade Investment, L.L.C. (“Cascade”) may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade.
 

 
10

 

SCHEDULE 13D
 
CUSIP No.                     70336T 10 4
 
Page
11
of
50
Pages
     
1
NAME OF REPORTING PERSON
 
William H. Gates III
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
(a)  £
(b)  x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
 
SHARES
7
SOLE VOTING POWER
2,391,231 (1)
 
 
BENEFICIALLY
 
OWNED BY
8
SHARED VOTING POWER
 
 
 
EACH
 
REPORTING
9
SOLE DISPOSITIVE POWER
2,391,231 (1)
 
 
PERSON
 
WITH
10
SHARED DISPOSITIVE POWER
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,391,231
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
 
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN
(1)  All shares of Common Stock held by Cascade Investment, L.L.C. (“Cascade”) may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade.
 

 
11

 

SCHEDULE 13D
 
CUSIP No.                     70336T 10 4
 
Page
12
of
50
Pages
     
1
NAME OF REPORTING PERSON
 
Citigroup Capital Partners II 2006 Citigroup Investment, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
(a)  £
(b)  x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
 
SHARES
7
SOLE VOTING POWER
 
 
 
BENEFICIALLY
 
OWNED BY
8
SHARED VOTING POWER
491,619
 
 
EACH
 
REPORTING
9
SOLE DISPOSITIVE POWER
 
 
 
PERSON
 
WITH
10
SHARED DISPOSITIVE POWER
491,619
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
491,619
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
 
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN


 
12

 

SCHEDULE 13D
 
CUSIP No.                     70336T 10 4
 
Page
13
of
50
Pages
     
1
NAME OF REPORTING PERSON
 
Citigroup Capital Partners II Employee Master Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
(a)  £
(b)  x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
 
SHARES
7
SOLE VOTING POWER
 
 
 
BENEFICIALLY
 
OWNED BY
8
SHARED VOTING POWER
552,225
 
 
EACH
 
REPORTING
9
SOLE DISPOSITIVE POWER
 
 
 
PERSON
 
WITH
10
SHARED DISPOSITIVE POWER
552,225
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
552,225
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
 
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN


 
13

 


SCHEDULE 13D
 
CUSIP No.                     70336T 10 4
 
Page
14
of
50
Pages
     
1
NAME OF REPORTING PERSON
 
Citigroup Capital Partners II Onshore, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
(a)  £
(b)  x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
 
SHARES
7
SOLE VOTING POWER
 
 
 
BENEFICIALLY
 
OWNED BY
8
SHARED VOTING POWER
249,314
 
 
EACH
 
REPORTING
9
SOLE DISPOSITIVE POWER
 
 
 
PERSON
 
WITH
10
SHARED DISPOSITIVE POWER
249,314
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
249,314
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
 
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN


 
14

 


SCHEDULE 13D
 
CUSIP No.                     70336T 10 4
 
Page
15
of
50
Pages
     
1
NAME OF REPORTING PERSON
 
Citigroup Capital Partners II Cayman Holdings, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
(a)  £
(b)  x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
 
NUMBER OF
 
SHARES
7
SOLE VOTING POWER
 
 
 
BENEFICIALLY
 
OWNED BY
8
SHARED VOTING POWER
312,382
 
 
EACH
 
REPORTING
9
SOLE DISPOSITIVE POWER
 
 
 
PERSON
 
WITH
10
SHARED DISPOSITIVE POWER
312,382
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
312,382
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
 
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN

 

 
15

 

SCHEDULE 13D
 
CUSIP No.                     70336T 10 4
 
Page
16
of
50
Pages
     
1
NAME OF REPORTING PERSON
 
Citigroup Private Equity LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
(a)  £
(b)  x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
 
SHARES
7
SOLE VOTING POWER
 
 
 
BENEFICIALLY
 
OWNED BY
8
SHARED VOTING POWER
1,605,540
 
 
EACH
 
REPORTING
9
SOLE DISPOSITIVE POWER
 
 
 
PERSON
 
WITH
10
SHARED DISPOSITIVE POWER
1,605,540
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,605,540
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
 
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN

 

 
16

 

SCHEDULE 13D
 
CUSIP No.                     70336T 10 4
 
Page
17
of
50
Pages
     
1
NAME OF REPORTING PERSON
 
Citigroup Alternative Investments LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
(a)  £
(b)  x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
 
SHARES
7
SOLE VOTING POWER
 
 
 
BENEFICIALLY
 
OWNED BY
8
SHARED VOTING POWER
1,632,026
 
 
EACH
 
REPORTING
9
SOLE DISPOSITIVE POWER
 
 
 
PERSON
 
WITH
10
SHARED DISPOSITIVE POWER
1,632,026
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,632,026
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
 
14
TYPE OF REPORTING PERSON (See Instructions)
 
IA

 

 
17

 

SCHEDULE 13D
 
CUSIP No.                     70336T 10 4
 
Page
18
of
50
Pages
     
1
NAME OF REPORTING PERSON
 
Citigroup Investments Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
(a)  £
(b)  x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
 
SHARES
7
SOLE VOTING POWER
 
 
 
BENEFICIALLY
 
OWNED BY
8
SHARED VOTING POWER
1,632,026
 
 
EACH
 
REPORTING
9
SOLE DISPOSITIVE POWER
 
 
 
PERSON
 
WITH
10
SHARED DISPOSITIVE POWER
1,632,026
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,632,026
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
 
14
TYPE OF REPORTING PERSON (See Instructions)
 
HC

 

 
18

 

SCHEDULE 13D
 
CUSIP No.                     70336T 10 4
 
Page
19
of
50
Pages
     
1
NAME OF REPORTING PERSON
 
Citigroup Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
(a)  £
(b)  x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
 
SHARES
7
SOLE VOTING POWER
 
 
 
BENEFICIALLY
 
OWNED BY
8
SHARED VOTING POWER
1,641,507*
 
 
EACH
 
REPORTING
9
SOLE DISPOSITIVE POWER
 
 
 
PERSON
 
WITH
10
SHARED DISPOSITIVE POWER
1,641,507*
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,641,507*
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
 
14
TYPE OF REPORTING PERSON (See Instructions)
 
HC
*  Includes shares held by the other Citigroup Entities.
 

 

 
19

 

SCHEDULE 13D
 
CUSIP No.                     70336T 10 4
 
Page
20
of
50
Pages
     
1
NAME OF REPORTING PERSON
 
Howard Hughes Medical Institute
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
(a)  £
(b)  x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
 
SHARES
7
SOLE VOTING POWER
1,595,715
 
 
BENEFICIALLY
 
OWNED BY
8
SHARED VOTING POWER
 
 
 
EACH
 
REPORTING
9
SOLE DISPOSITIVE POWER
1,595,715
 
 
PERSON
 
WITH
10
SHARED DISPOSITIVE POWER
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,595,715
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
 
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO

 

 
20

 

SCHEDULE 13D
 
CUSIP No.                     70336T 10 4
 
Page
21
of
50
Pages
     
1
NAME OF REPORTING PERSON
 
Paul Vining
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
(a)  £
(b)  x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
 
SHARES
7
SOLE VOTING POWER
243,489
 
 
BENEFICIALLY
 
OWNED BY
8
SHARED VOTING POWER
 
 
 
EACH
 
REPORTING
9
SOLE DISPOSITIVE POWER
243,489
 
 
PERSON
 
WITH
10
SHARED DISPOSITIVE POWER
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
243,489
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
 
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN

 
21

 

SCHEDULE 13D
 
CUSIP No.                     70336T 10 4
 
Page
22
of
50
Pages
     
1
NAME OF REPORTING PERSON
 
David Turnbull
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
(a)  £
(b)  x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
 
SHARES
7
SOLE VOTING POWER
32,476
 
 
BENEFICIALLY
 
OWNED BY
8
SHARED VOTING POWER
 
 
 
EACH
 
REPORTING
9
SOLE DISPOSITIVE POWER
32,476
 
 
PERSON
 
WITH
10
SHARED DISPOSITIVE POWER
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,476
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.04%
 
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN

 

 
22

 

SCHEDULE 13D
 
CUSIP No.                     70336T 10 4
 
Page
23
of
50
Pages
     
1
NAME OF REPORTING PERSON
 
B. Scott Spears
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
(a)  £
(b)  x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
 
SHARES
7
SOLE VOTING POWER
9,170
 
 
BENEFICIALLY
 
OWNED BY
8
SHARED VOTING POWER
 
 
 
EACH
 
REPORTING
9
SOLE DISPOSITIVE POWER
9,170
 
 
PERSON
 
WITH
10
SHARED DISPOSITIVE POWER
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,170
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.01%
 
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN

 

 
23

 

SCHEDULE 13D
 
CUSIP No.                     70336T 10 4
 
Page
24
of
50
Pages
     
1
NAME OF REPORTING PERSON
 
Robert Bennett
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
(a)  £
(b)  x
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
£
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
 
SHARES
7
SOLE VOTING POWER
85,030
 
 
BENEFICIALLY
 
OWNED BY
8
SHARED VOTING POWER
 
 
 
EACH
 
REPORTING
9
SOLE DISPOSITIVE POWER
85,030
 
 
PERSON
 
WITH
10
SHARED DISPOSITIVE POWER
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,030
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
 
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN

 

 
24

 


 
This Amendment No. 7 relates to shares of Common Stock of Patriot Coal Corporation (the "Issuer").  This Amendment is being jointly filed pursuant to a joint filing agreement attached as Exhibit 99.6 to the Schedule 13D filed on August 1, 2008 (File No. 005-83427), as amended on August 18, 2008, January 21, 2009, February 11, 2010, March 8, 2010, March 12, 2010 and March 18, 2010 (the "Schedule 13D"), by the following persons (collectively, the "Reporting Persons"), to amend and supplement the Items set forth below: ArcLight Energy Partners Fund I, L.P. ("ArcLight Fund I"), ArcLight Energy Partners Fund II, L.P. ("ArcLight Fund II", and together with ArcLight Fund I, the "ArcLight Funds"), ArcLight PEF GP, LLC ("ArcLight PEF GP"), ArcLight PEF GP II, LLC ("ArcLight PEF GP II"), ArcLight Capital Holdings, LLC ("ArcLight C apital Holdings", and together with the ArcLight Funds, ArcLight PEF GP and ArcLight PEF GP II the "ArcLight Entities"), Daniel R. Revers ("Mr. Revers"), Robb E. Turner ("Mr. Turner"), John F. Erhard (Mr. Erhard"), Cascade Investment, L.L.C. ("Cascade"), William H. Gates III (“Mr. Gates”), Citigroup Capital Partners II 2006 Citigroup Investment, L.P. ("Citigroup Investment"), Citigroup Capital Partners II Employee Master Fund, L.P. ("Citigroup Employee Master Fund"), Citigroup Capital Partners II Onshore, L.P. ("Citigroup Onshore"), Citigroup Capital Partners II Cayman Holdings, L.P. ("Citigroup Cayman", and together with Citigroup Investment, Citigroup Employee Master Fund, Citigroup Onshore, the "Citigroup Funds") Citigroup Private Equity LP ("Citigroup PE") Citigroup Alternative Investments LLC ("CAI"), Citigroup Investments Inc. ("CII") and Citigroup Inc. ("Citigroup" and together with Citigroup Funds, CAI and CII, the "Citigroup Entities"), Howard Hughes Medical Institute ("HHMI"), Paul Vini ng ("Mr. Vining"), David Turnbull ("Mr. Turnbull"), B. Scott Spears ("Mr. Spears") and Robert Bennett ("Mr. Bennett").  Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Reporting Persons' Schedule 13D, as amended.
 
Item 4.  Purpose of the Transaction
 
Item 4 of the Schedule 13D is hereby amended and supplemented by deleting the fourth paragraph in its entirety and adding the following in place thereof:
 
The Voting Agreement, as amended on June 14, 2010 (the "Voting Agreement Amendment"), provides that that at such time as certain former holders of Magnum common stock own less than fifteen percent (but at least ten percent) of the Common Stock outstanding or the ArcLight Funds transfer any shares of Common Stock, the Stockholder Representative will be entitled to one board nominee only.  The Voting Agreement also provides that at such time as certain former holders of Magnum common stock own less than ten percent of the Common Stock outstanding, the Stockholder Representative will not be entitled to any board nominees.
 
Item 4 of the Schedule 13D is hereby further amended and supplemented by deleting the fifteenth paragraph in its entirety and adding the following in place thereof:
 
The foregoing discussion of the Voting Agreement is not intended to be a complete statement of all of the material terms of that agreement and is qualified in its entirety by the agreement itself, which is filed as Exhibit 99.2 to the Schedule 13D filed on August 1, 2008 and is incorporated by reference, and the Voting Agreement Amendment, which is filed herewith as Exhibit 99.8 and is incorporated by reference.
 
Item 5.  Interest in Securities of the Issuer
 
Item 5(a) and (b) of the Schedule 13D is hereby amended and supplemented in its entirety by adding the following:
 
As of June 14, 2010, (i) the Reporting Persons collectively may be deemed to beneficially own 17,242,715 shares of Common Stock  (which amount includes shares beneficially owned by the undersigned Reporting Persons as well as an aggregate of 142,270 shares beneficially owned by Messrs. Elliott, Verheij and St. Clair), representing approximately 19% of the outstanding shares of Common Stock (based on 90,863,950 shares of Common Stock reported by the Issuer as outstanding as of April 22, 2010) and (ii) the interests in the Common Stock of each of the undersigned Reporting Persons is as follows:
 
 
 
25

 
 

 
 
·
ArcLight Fund I has the shared power to vote, direct the voting of, dispose of and direct the disposition of 6,165,049 shares of Common Stock, representing approximately 6.8% of the outstanding shares of Common Stock.  Such shares may be deemed to be owned beneficially (solely for the purposes of Rule 13d-3 under the Act) by ArcLight PEF GP and ArcLight Capital Holdings.
 
   
 
·
ArcLight Fund II has the shared power to vote, direct the voting of, dispose of and direct the disposition of 4,936,778 shares of Common Stock, representing approximately 5.4% of the outstanding shares of Common Stock.  Such shares may be deemed to be owned beneficially (solely for the purposes of Rule 13d-3 under the Act) by ArcLight PEF GP II and ArcLight Capital Holdings.
     
 
·
ArcLight PEF GP, as general partner of ArcLight Fund I, and ArcLight Capital Holdings as manager of ArcLight PEF GP, may be deemed to beneficially own the shares of Common Stock held by ArcLight Fund I.  ArcLight PEF GP II, as general partner of ArcLight Fund II, and ArcLight Capital Holdings as manager of ArcLight PEF GP II, may be deemed to beneficially own the shares of Common Stock held by the ArcLight Funds. In addition, Messrs. Revers and Turner, as managers of ArcLight Capital Holdings may be deemed to beneficially own the shares of Common Stock held by the ArcLight Funds.
     
 
·
Cascade has the sole power to vote, direct the voting of, dispose of and direct the disposition of 2,391,231 shares of Common Stock, representing approximately 2.6% of the outstanding shares of Common Stock.  All shares of Common Stock held by Cascade may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade.
     
 
·
Citigroup Investment has the shared power to vote, direct the voting of, dispose of and direct the disposition of 491,619 shares of Common Stock, representing approximately 0.5% of the outstanding shares of Common Stock.
     
 
·
Citigroup Employee Master Fund has the shared power to vote, direct the voting of, dispose of and direct the disposition of 552,225 shares of Common Stock, representing approximately 0.6% of the outstanding shares of Common Stock
     
 
·
Citigroup Onshore has the shared power to vote, direct the voting of, dispose of and direct the disposition of 249,314 shares of Common Stock, representing approximately 0.3% of the outstanding shares of Common Stock.
     
 
·
Citigroup Cayman has the shared power to vote, direct the voting of, dispose of and direct the disposition of 312,382 shares of Common Stock, representing approximately 0.3% of the outstanding shares of Common Stock.
     
 
·
Citigroup PE has the shared power to vote, direct the voting of, dispose of and direct the disposition of 1,605,540 shares of Common Stock, representing approximately 1.8% of the outstanding shares of Common Stock.
     
 
·
CAI has the shared power to vote, direct the voting of, dispose of and direct the disposition of 1,632,026 shares of Common Stock, representing approximately 1.8% of the outstanding shares of Common Stock.
     
 
·
CII has the shared power to vote, direct the voting of, dispose of and direct the disposition of 1,632,026 shares of Common Stock, representing approximately 1.8% of the outstanding shares of Common Stock.
     
 
 
 
26

 
 
 
·
Citigroup has the shared power to vote, direct the voting of, dispose of and direct the disposition of 1,641,507 shares of Common Stock, representing approximately 1.8% of the outstanding shares of Common Stock.
     
 
·
HHMI has the sole power to vote, direct the voting of, dispose of and direct the disposition of 1,595,715 shares of Common Stock, representing approximately 1.8% of the outstanding shares of Common Stock.
     
 
·
Mr. Vining has the sole power to vote, direct the voting of, dispose of and direct the disposition of 243,489 shares of Common Stock, representing approximately 0.3% of the outstanding shares of Common Stock.
     
 
·
Mr. Turnbull has the sole power to vote, direct the voting of, dispose of and direct the disposition of 32,476 shares of Common Stock, representing less than 0.04% of the outstanding shares of Common Stock.
     
 
·
Mr. Spears has the sole power to vote, direct the voting of, dispose of and direct the disposition of 9,170 shares of Common Stock, representing less than 0.01% of the outstanding shares of Common Stock.
     
 
·
Mr. Bennett has the sole power to vote, direct the voting of, dispose of and direct the disposition of 85,030 shares of Common Stock, representing approximately 0.1% of the outstanding shares of Common Stock.

Item 5(c) is hereby amended and supplemented by adding the following:

Mr. Spears sold 20,000 shares of Common Stock on May 20, 2010 at a price per share of $14.815.

Item 7.  Material to be Filed as Exhibits
 
Item 7 of the Schedule 13D is hereby amended by adding the following:

Exhibit 99.8
Amendment No. 1 to Voting and Standstill Agreement, dated as of June 14, 2010, by and among Patriot Coal Corporation and the Reporting Persons.  (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, dated June 14, 2010.)

 
*     *     *     *

 
Each of the undersigned is responsible for the accuracy and completeness of the information in this Amendment No. 7 to Schedule 13D concerning himself or itself, and is not responsible for the accuracy or completeness of the information in this Schedule 13D concerning any other signatories.


 
27

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date:  June 15, 2010


ARCLIGHT ENERGY PARTNERS FUND I, L.P.
By: ArcLight PEF GP, LLC, its
General Partner
By: ArcLight Capital Holdings,
LLC, its Manager
By:
 /s/Daniel R. Revers
 
Name: Daniel R. Revers  
Title: Manager  


 
 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date:  June 15, 2010


ARCLIGHT ENERGY PARTNERS FUND II, L.P.
By: ArcLight PEF GP II, LLC,
its General Partner
By: ArcLight Capital Holdings, LLC,
its Manager
By:
 /s/Daniel R. Revers
 
Name: Daniel R. Revers  
Title: Manager  

 

 
 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  June 15, 2010


ARCLIGHT PEF GP, LLC
 
By: ArcLight Capital Holdings, LLC,
its Manager
By:
 /s/Daniel R. Revers
 
Name: Daniel R. Revers  
Title: Manager  



 
 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  June 15, 2010


ARCLIGHT PEF GP II, LLC
 
By: ArcLight Capital Holdings, LLC,
its Manager
By:
 /s/Daniel R. Revers
 
Name: Daniel R. Revers  
Title: Manager  


 
 
 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  June 15, 2010


ARCLIGHT CAPITAL HOLDINGS, LLC
 
 
By:
 /s/Daniel R. Revers
 
Name: Daniel R. Revers  
Title: Manager  



 
 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  June 15, 2010



  /s/Daniel R. Revers
 
Daniel R. Revers
 


 
 

 



SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  June 15, 2010



  /s/Robb E. Turner
 
Robb E. Turner
 


 
 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  June 15, 2010



  /s/John F. Erhard
 
John F. Erhard
 


 
 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  June 15, 2010


CASCADE INVESTMENT, L.L.C.
 
 
By:
 /s/Alan Heuberger
 
Name:
Alan Heuberger (1)
 
Title:
Attorney-in-fact for Michael Larson,
Business Manager
 


 
(1)  Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated August 12, 2008, by and on behalf of Michael Larson, and attached as Exhibit 99.1 to Amendment No. 1 to Cascade's Schedule 13D with respect to Otter Tail Corporation filed on April 15, 2009, SEC File No. 005-06638 and incorporated by reference herein.

 
 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  June 15, 2010


WILLIAM H. GATES III
 
 
By:
 /s/Alan Heuberger
 
Name:
Alan Heuberger (1)
 
Title:
Attorney-in-fact
 


 
(1)  Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated August 12, 2008, by and on behalf of William H. Gates III, and attached as Exhibit 99.2 to Amendment No. 1 to Cascade Investment, L.L.C.’s Schedule 13D with respect to Otter Tail Corporation filed on April 15, 2009, SEC File No. 005-06638 and incorporated by reference herein.

 
 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  June 15, 2010


CITIGROUP CAPITAL PARTNERS II 2006
CITIGROUP INVESTMENT, L.P.
By: Citigroup Private Equity LP,
its general partner
 
 
By:
 /s/Jason Ment
 
Name: Jason Ment  
Title:   Secretary  


 
 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  June 15, 2010


CITIGROUP CAPITAL PARTNERS II EMPLOYEE MASTER
FUND, L.P.
By: Citigroup Private Equity LP, its
general partner
 
 
By:
 /s/Jason Ment
 
Name: Jason Ment  
Title: Secretary  


 
 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  June 15, 2010


CITIGROUP CAPITAL PARTNERS II ONSHORE, L.P.
By: Citigroup Private Equity LP,
its general partner
 
 
By:
 /s/Jason Ment
 
Name: Jason Ment  
Title:
Secretary  


 
 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  June 15, 2010


CITIGROUP CAPITAL PARTNERS II CAYMAN
HOLDINGS, L.P.
By: Citigroup Private Equity LP,
its general partner
 
 
By:
 /s/Jason Ment
 
Name: Jason Ment  
Title: Secretary  


 
 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date:  June 15, 2010


CITIGROUP PRIVATE EQUITY LP
 
 
By:
 /s/Jason Ment
 
Name: Jason Ment  
Title:
Secretary  


 
 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date:  June 15, 2010


CITIGROUP ALTERNATIVE INVESTMENTS LLC
 
 
By:
 /s/Jason Ment
 
Name: Jason Ment  
Title: Assistant Secretary  


 
 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  June 15, 2010


CITIGROUP INVESTMENTS INC.
 
 
By:
 /s/Craig Barrack
 
Name: Craig Barrack  
Title:
Director  


 
 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  June 15, 2010


CITIGROUP INC.
 
 
By:
 /s/Michael J. Tarpley
 
Name: Michael J. Tarpley  
Title: Assistant Secretary  


 
 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  June 15, 2010


HOWARD HUGHES MEDICAL INSTITUTE
 
 
By:
 /s/Craig A. Alexander
 
Name: Craig A. Alexander  
Title: Vice President and General Counsel  


 
 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  June 15, 2010



  /s/Paul Vining
 
Paul Vining
 


 
 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  June 15, 2010



  /s/David Turnbull
 
David Turnbull
 


 
 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  June 15, 2010



  /s/B. Scott Spears
 
B. Scott Spears
 


 
 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  June 15, 2010



  /s/Robert Bennett
 
Robert Bennett
 
 
 

 



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