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
MASSEY ENERGY CO [ MEE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/27/2006 | ||||||||||||||||||||||||||
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 | 12/27/2006 | A | 12,700(1) | A | $23.82 | 271,531 | 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) | $23.82 | 12/27/2006 | A | 200,000 | 12/30/2007 | 12/30/2016(2) | Common Stock | 200,000 | $0 | 200,000 | D | ||||
Restricted Units (phantom stock units) | (3) | 12/27/2006 | A | 120,000 | 12/30/2007(4) | 12/30/2007 | Common Stock | 120,000 | $0 | 120,000 | D | ||||
Restricted Units (phantom stock units) | (3) | 12/27/2006 | A | 70,000 | 12/30/2007(4) | 12/30/2007 | Common Stock | 70,000 | $0 | 70,000 | D | ||||
Employee Stock Option (right to buy) | $23.82 | 12/27/2006 | A | 50,000 | 12/30/2007 | 11/12/2016(5) | Common Stock | 50,000 | $0 | 50,000 | D | ||||
Restricted Units (phantom stock units) | (3) | 12/27/2006 | A | 7,300 | 12/30/2007(6) | 11/12/2009 | Common Stock | 7,300 | $0 | 7,300 | D |
Explanation of Responses: |
1. One third of these restricted shares vest and become freely tradeable beginning on December 30, 2007, one third on November 12, 2008, and the remaining third on November 12, 2009. |
2. These stock options vest on December 30, 2007 and must be exercised by the reporting person in the first 20 days exercise is permissible for the reporting person. |
3. The conversion price of each restricted unit is the cash value on each vesting date of one share of Massey common stock. |
4. These restricted units vest, in whole or in part, on December 30, 2007 and become payable on or about February 29, 2008 only in the event that certain performance objectives are met. That portion of the restricted unit award that does not vest shall be forfeited. |
5. One third of these stock options vest and become exercisable beginning on December 30, 2007, one third on November 12, 2008, and the remaining third on November 12, 2009. Once vested the stock options must be exercised by the reporting person in the first 20 days exercise is permissible for the reporting person pursuant to the Letter Agreement. |
6. One third of these restricted units vest and become payable beginning on December 30, 2007, one third on November 12, 2008, and the remaining third on November 12, 2009. |
Remarks: |
The Letter Agreement dated December 27, 2006 between Massey Energy Company and Don L. Blankenship from which these grants arise will be filed with the Securities and Exchange Commission on Form 8-K on or before January 3, 2007. |
/s/ Richard R. Grinnan, attorney-in-fact | 12/29/2006 | |
** 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. |