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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sussman Jeremy R.

(Last)

(First)

(Middle)

250 WEST MAIN STREET

SUITE 1900

(Street)

LEXINGTON

40507

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Ramaco Resources, Inc. [ METC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2024

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)
Class A common stock	12/15/2024		M⁽¹⁾		14,444	A	$0	311,145	D
Class A common stock	12/15/2024		F		6,261⁽²⁾	D	$12.02	304,884	D
Class B common stock	12/15/2024		M⁽¹⁾		2,889	A	$0	68,314⁽³⁾	D
Class B common stock	12/15/2024		F		1,252⁽⁴⁾	D	$10.5	67,062	D
Class B common stock	12/15/2024		M		267⁽⁵⁾	A	$0	67,329⁽⁵⁾	D
Class B common stock	12/15/2024		F		115⁽⁶⁾	D	$10.32	67,214⁽⁷⁾	D

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)
Restricted Stock Units	$0⁽⁸⁾	12/15/2024		M⁽¹⁾			14,444	⁽¹⁾	⁽¹⁾	Class A common stock	14,444	$0	0⁽¹⁾	D
Restricted Stock Units	$0⁽⁹⁾	12/15/2024		M⁽¹⁾			2,889	⁽¹⁾	⁽¹⁾	Class B common stock	2,889	$0	0⁽¹⁾	D
Dividend Equivalent Units	⁽¹⁰⁾	12/15/2024		M			267	⁽¹⁰⁾	⁽¹⁰⁾	Class B common stock	267	$0	0	D

Explanation of Responses:

1. The third and final installment of restricted stock units granted on February 16, 2022 under the Ramaco Resources Inc.'s (the "Company") Long Term Incentive Plan vested on December 15, 2024.

2. Shares surrendered upon vesting to satisfy tax obligations. The number of shares surrendered was based on the closing price of the Issuer's Class A common stock on December 13, 2024.

3. On November 20, 2024, the Issuer declared stock dividends of $0.1375 per share of Class A common stock and $0.2364 per share of Class B common stock, both payable in shares of the Issuer's Class B common stock on December 16, 2024 (the "December Dividend"), to shareholders of record as of the close of Nasdaq on December 2, 2024, with the amount of Class B shares to be issued per share for each respective class of stock determined by dividing the dividend amount by the closing transaction price of the Class B common stock at the close of the market on the record date ($9.96). As a result, the reporting person received 5,517 shares of Company's Class B common stock as of December 16, 2024.

4. Shares surrendered upon vesting to satisfy tax obligations. The number of shares surrendered was based on the closing price of the Issuer's Class B common stock on December 13, 2024.

5. Class B common stock paid in settlement of dividend equivalent units underlying (A) restricted stock units in respect of Class A common stock and (B) restricted stock units in respect of Class B common stock. See footnotes 3 and 7 for further detail.

6. Shares surrendered to satisfy tax withholding obligations on Class B common stock delivered in settlement of dividend equivalent units on restricted stock units in respect of Class A common stock and Class B common stock. The number of shares was based on the closing price of the Issuer's Class B common stock on the date of delivery of the shares (December 16, 2024).

7. As a result of the December Dividend, the reporting person received 267 shares of Company's Class B common stock as of December 16, 2024 in respect of the stock dividends following settlement of the restricted stock units, of which 115 were used to satisfy tax withholding obligations.

8. Each restricted stock unit represents a contingent right to receive one share of Class A common stock.

9. Each restricted stock unit represents a contingent right to receive one share of Class B common stock.

10. Dividend equivalent units underlying both tranches of restricted stock units listed above with respect to Class A common stock and with respect to Class B common stock. See footnotes 3 and 7 for further detail.

	/s/ Jonathan Tyler Adkins, Attorney-in-Fact	12/17/2024
	** 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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