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
Rhino Resource Partners LP [ RNO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/29/2012 | ||||||||||||||||||||||||||
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 Units | 02/29/2012 | J(1) | 22,169 | D | (1) | 7,620,882 | I | See Footnote(2)(8) | ||
Common Units | 205,716 | I | See Footnote(3) | |||||||
Common Units | 49,554 | D(4) | ||||||||
Common Units | 366,515 | I | See Footnote(5)(9) | |||||||
Common Units | 12,230 | D(6) |
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 | ||||||||
Subordinated Units | $0 | 02/29/2012 | J(1) | 31,717 | (7) | (7) | Common Units | 31,717 | $0 | 10,901,421 | I | See Footnote(2)(8) | |||
Subordinated Units | $0 | (7) | (7) | Common Units | 294,261 | 294,261 | I | See Footnote(3) | |||||||
Subordinated Units | $0 | (7) | (7) | Common Units | 70,885 | 70,885 | D(4) | ||||||||
Subordinated Units | $0 | (7) | (7) | Common Units | 524,293 | 524,293 | I | See Footnote(5)(9) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Rhino Energy Holdings LLC ("REH") made an in-kind distribution of 22,169 common units and 33,717 subordinated units to certain of its investors. |
2. This form is jointly filed by Wexford Capital LP ("Wexford"), Charles E. Davidson ("Davidson"), Joseph M. Jacobs ("Jacobs") and Wexford GP LLC ("Wexford GP"). The common units and subordinated units shown as beneficially owned by Davidson, Jacobs, Wexford GP and Wexford, reflect common units and subordinated units owned of record by REH. Wexford serves as manager for REH and as such may be deemed to share beneficial ownership of the units beneficially owned by REH, but disclaims such beneficial ownership to the extent such beneficial ownership exceeds its pecuniary interest. (*continued under Footnote (8) below) |
3. Davidson, as the sole managing member of CD Holding Company, LLC, received an in-kind distribution of 2,874 common units and 4,112 subordinated units. |
4. Jacobs received an in-kind distribution of 964 common units and 1,379 subordinated units. |
5. Rhino Resource Holdings LLC ("RRH") received an in-kind distribution of 227 common units and 328 subordinated units. The 366,515 common units and the 524,293 subordinated units reflect the 367,772 common units and the 526,087 subordinated units previously disclosed on the Reporting Persons' Form 4 filed on January 4, 2012, adjusted for 1,484 common units and 2,122 subordinated units, which were included in RRH's holdings even though these units were ultimately distributed to an investor and not to RRH. Wexford serves as manager for RRH and as such may be deemed to share beneficial ownership of the units beneficially owned by RRH, but disclaims such beneficial ownership to the extent such beneficial ownership exceeds its pecuniary interest. Wexford GP, as the general partner of Wexford, may be deemed to share beneficial ownership of the units beneficially owned by RRH, (*continued under Footnote (9) below) |
6. Under the Rhino Long-Term Incentive Plan (the "Plan"), on October 5, 2010, on behalf of the services of Joseph M. Jacobs, Mark D. Zand, Jay L. Maymudes, Arthur H. Amron and Kenneth A. Rubin, as directors of Rhino GP LLC, the general partner of the Partnership, Wexford was granted 6,100 common units subject to the terms and conditions set forth in the Plan. These common units became fully vested as of July 1, 2011. On November 3, 2011, Wexford on behalf of the services of these same individual directors was granted an additional 6,130 common units subject to the terms and conditions set forth in the Plan. These additional units are subject to vesting as follows: 1,535 units vested on the grant date, 1,535 units vested on January 1, 2012, 1,530 units will vest on April 1, 2012 and 1,530 units will vest on July 1, 2012. |
7. The subordinated units will convert into common units on a one-for-one basis at the times set forth in, and subject to the terms and conditions of, the issuer's Partnership Agreement. |
8. (*continued from Footnote (2) above) Wexford GP, as the general partner of Wexford, may be deemed to share beneficial ownership of the units beneficially owned by REH, but disclaims such beneficial ownership to the extent such beneficial ownership exceeds its pecuniary interest. Messrs. Davidson and Jacobs, as the controlling persons of Wexford GP, may be deemed to share beneficial ownership of any units beneficially owned by REH for which Wexford serves as manager, but disclaim such beneficial ownership to the extent such beneficial ownership exceeds their pecuniary interest. |
9. (*continued from Footnote (5) above) but disclaims such beneficial ownership to the extent such beneficial ownership exceeds its pecuniary interest. Messrs. Davidson and Jacobs, as the controlling persons of Wexford GP, may be deemed to share beneficial ownership of any units beneficially owned by RRH for which Wexford serves as manager, but disclaim such beneficial ownership to the extent such beneficial ownership exceeds their pecuniary interest. |
Remarks: |
Wexford Capital LP By: Wexford GP LLC, its General Partner By: Arthur H. Amron, Vice President and Assistant Secretary | 03/06/2012 | |
Wexford GP LLC By: Arthur H. Amron, Vice President and Assistant Secretary | 03/06/2012 | |
Charles E. Davidson | 03/06/2012 | |
Joseph M. Jacobs | 03/06/2012 | |
** 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. |