1
|
Name of Reporting Person Wexford Capital LP
|
||
2
|
Check the appropriate box if a member of a group* (a) o
(b) ¨
|
||
3
|
SEC use only
|
||
4
|
Source of Funds 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 Beneficially
Owned by Each Reporting
Person With
|
7
|
Sole Voting Power
|
|
8
|
Shared Voting Power 16,090,898 units
|
||
9
|
Sole Dispositive Power
|
||
10
|
Shared Dispositive Power 16,090,898 units
|
||
11
|
Aggregate Amount Beneficially Owned by each Reporting Person 16,090,898 units*
|
||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares o
|
||
13
|
Percent of Class Represented by Amount in Row (11) 58.00%**
|
||
14
|
Type of Reporting Person PN
|
|
1
|
Name of Reporting Person Wexford GP LLC
|
||
2
|
Check the appropriate box if a member of a group* (a) o
(b) ¨
|
||
3
|
SEC use only
|
||
4
|
Source of Funds 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 Beneficially
Owned by Each Reporting
Person With
|
7
|
Sole Voting Power
|
|
8
|
Shared VotingPower 16,090,898 units
|
||
9
|
Sole Dispositive Power
|
||
10
|
Shared Dispositive Power 16,090,898 units*
|
||
11
|
Aggregate Amount Beneficially Owned by each Reporting Person 16,090,898 units*
|
||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares o
|
||
13
|
Percent of Class Represented by Amount in Row (11) 58.00%**
|
||
14
|
Type of Reporting Person OO
|
|
1
|
Name of Reporting Person Charles E. Davidson
|
||
2
|
Check the appropriate box if a member of a group* (a) o
(b) ¨
|
||
3
|
SEC use only
|
||
4
|
Source of Funds 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 Beneficially
Owned by Each Reporting
Person With
|
7
|
Sole Voting Power 1,183,012 units*
|
|
8
|
Shared Voting Power 16,090,898 units
|
||
9
|
Sole Dispositive Power 1,183,012 units*
|
||
10
|
Shared Dispositive Power 16,090,898 units
|
||
11
|
Aggregate Amount Beneficially Owned by each Reporting Person 17,273,910 units**
|
||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares o
|
||
13
|
Percent of Class Represented by Amount in Row (11) 62.26%***
|
||
14
|
Type of Reporting Person IN
|
|
1
|
Name of Reporting Person Joseph M. Jacobs
|
||
2
|
Check the appropriate box if a member of a group* (a) o
(b) ¨
|
||
3
|
SEC use only
|
||
4
|
Source of Funds 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 Beneficially
Owned by Each Reporting
Person With
|
7
|
Sole Voting Power 342,608 units*
|
|
8
|
Shared Voting Power 16,090,898 units
|
||
9
|
Sole Dispositive Power 342,608 units*
|
||
10
|
Shared Dispositive Power 16,090,898 units
|
||
11
|
Aggregate Amount Beneficially Owned by each Reporting Person 16,433,506 units**
|
||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares o
|
||
13
|
Percent of Class Represented by Amount in Row (11) 59.23%***
|
||
14
|
Type of Reporting Person IN
|
|
1
|
Name of Reporting Person Rhino Energy Holdings LLC
|
||
2
|
Check the appropriate box if a member of a group* (a) o
(b) ¨
|
||
3
|
SEC use only
|
||
4
|
Source of Funds 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 Beneficially
Owned by Each Reporting
Person With
|
7
|
Sole Voting Power
|
|
8
|
Shared Voting Power 14,607,752 units
|
||
9
|
Sole Dispositive Power
|
||
10
|
Shared Dispositive Power 14,607,752 units
|
||
11
|
Aggregate Amount Beneficially Owned by each Reporting Person 14,607,752 units*
|
||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares o
|
||
13
|
Percent of Class Represented by Amount in Row (11) 52.65%**
|
||
14
|
Type of Reporting Person HC
|
|
1
|
Name of Reporting Person Rhino Resource Holdings LLC
|
||
2
|
Check the appropriate box if a member of a group* (a) o
(b) ¨
|
||
3
|
SEC use only
|
||
4
|
Source of Funds 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 Beneficially
Owned by Each Reporting
Person With
|
7
|
Sole Voting Power
|
|
8
|
Shared Voting Power 1,467,156 units
|
||
9
|
Sole Dispositive Power
|
||
10
|
Shared Dispositive Power 1,467,156 units
|
||
11
|
Aggregate Amount Beneficially Owned by each Reporting Person 1,467,156 units*
|
||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares o
|
||
13
|
Percent of Class Represented by Amount in Row (11) 5.29%**
|
||
14
|
Type of Reporting Person HC
|
|
a)
|
Amount beneficially owned: 14,607,752 Percentage: 52.65%
|
b)
|
Number of shares to which the Reporting Person has:
|
i.
|
Sole power to vote or to direct the vote:
|
ii.
|
Shared power to vote or to direct the vote: 14,607,752
|
iii.
|
Sole power to dispose or to direct the disposition of:
|
iv.
|
Shared power to dispose or to direct the disposition of: 14,607,752
|
|
a)
|
Amount beneficially owned: 1,467,156
|
Percentage: 5.29%
|
b)
|
Number of shares to which the Reporting Person has:
|
i.
|
Sole power to vote or to direct the vote:
|
ii.
|
Shared power to vote or to direct the vote: 1,467,156
|
iii.
|
Sole power to dispose or to direct the disposition of:
|
iv.
|
Shared power to dispose or to direct the disposition of: 1,467,156
|
a)
|
Amount beneficially owned: 16,090,898 Percentage: 58.00%
|
b)
|
Number of shares to which the Reporting Person has:
|
i.
|
Sole power to vote or to direct the vote: 16,090,898
|
ii.
|
Shared power to vote or to direct the vote:
|
iii.
|
Sole power to dispose or to direct the disposition of: 16,090,898
|
iv.
|
Shared power to dispose or to direct the disposition of:
|
a)
|
Amount beneficially owned: 16,090,898 Percentage: 58.00%
|
b)
|
Number of shares to which the Reporting Person has:
|
i.
|
Sole power to vote or to direct the vote: 16,090,898
|
ii.
|
Shared power to vote or to direct the vote:
|
iii.
|
Sole power to dispose or to direct the disposition of:
|
iv.
|
Shared power to dispose or to direct the disposition of: 16,090,898
|
a)
|
Amount beneficially owned: 17,273,910 Percentage: 62.26 %
|
b)
|
Number of shares to which the Reporting Person has:
|
i.
|
Sole power to vote or to direct the vote: 1,183,012
|
ii.
|
Shared power to vote or to direct the vote: 16,090,898
|
iii.
|
Sole power to dispose or to direct the disposition of: 1,183,012
|
iv.
|
Shared power to dispose or to direct the disposition of: 16,090,898
|
a)
|
Amount beneficially owned: 16,433,506 Percentage: 59.23%
|
b)
|
Number of shares to which the Reporting Person has:
|
i.
|
Sole power to vote or to direct the vote: 342,608
|
ii.
|
Shared power to vote or to direct the vote: 16,090,898
|
iii.
|
Sole power to dispose or to direct the disposition of: 342,608
|
iv.
|
Shared power to dispose or to direct the disposition of: 16,090,898
|
|
|
January 10, 2013
|
Company Name
|
|||
RHINO ENERGY HOLDINGS LLC
|
|||
By:
|
Wexford Capital LP, its Manager
|
||
By:
|
Wexford GP LLC, its General Partner
|
||
By:
|
/s/ Arthur H. Amron
|
||
Name:
|
Arthur H. Amron
|
||
Title:
|
Vice President and Assistant Secretary
|
||
RHINO RESOURCES HOLDINGS LLC
|
|||
By:
|
Wexford Capital LP, its Manager
|
||
By:
|
Wexford GP LLC, its General Partner
|
||
By:
|
/s/ Arthur H. Amron
|
||
Name:
|
Arthur H. Amron
|
||
Title:
|
Vice President and Assistant Secretary
|
||
WEXFORD CAPITAL LP
|
|||
By:
|
Wexford GP LLC, its General Partner
|
||
By:
|
/s/ Arthur H. Amron
|
||
Name:
|
Arthur H. Amron
|
||
Title:
|
Vice President and Assistant Secretary
|
||
WEXFORD GP LLC
|
|||
By:
|
/s/ Arthur H. Amron
|
||
Name:
|
Arthur H. Amron
|
||
Title:
|
Vice President and Assistant Secretary
|
||
/s/ Joseph M. Jacobs
|
|||
JOSEPH M. JACOBS
|
|||
/s/ Charles E. Davidson
|
|||
CHARLES E. DAVIDSON
|
|||