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).

1. Name and Address of Reporting Person^*

TOUHILL BLANCHE M

(Last)

(First)

(Middle)

C/O PEABODY ENERGY CORPORATION

701 MARKET STREET

(Street)

ST. LOUIS

63101

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PEABODY ENERGY CORP [ BTU ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/02/2008

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)
Common Stock	10/02/2008		M		4,331	A	$6.0391	15,275	D
Common Stock	10/02/2008		M		7,773	A	$6.4317	23,048	D
Common Stock	10/02/2008		M		7,595	A	$6.5841	30,643	D
Common Stock	10/02/2008		M		4,525	A	$11.0528	35,168	D
Common Stock	10/02/2008		M		2,274	A	$21.9948	37,442	D
Common Stock	10/02/2008		M		932	A	$34.9553	38,374	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)
Employee Stock Option (right to buy)	$6.0391	10/02/2008		M			4,331	⁽¹⁾	12/06/2011	Common Stock	4,331	⁽²⁾	0⁽³⁾	D
Employee Stock Option (right to buy)	$6.4317	10/02/2008		M			7,773	⁽⁴⁾	05/03/2012	Common Stock	7,773	⁽²⁾	0⁽³⁾	D
Employee Stock Option (right to buy)	$6.5841	10/02/2008		M			7,595	⁽⁵⁾	05/06/2013	Common Stock	7,595	⁽²⁾	0⁽³⁾	D
Employee Stock Option (right to buy)	$11.0528	10/02/2008		M			4,525	⁽⁶⁾	05/06/2014	Common Stock	4,525	⁽²⁾	0⁽³⁾	D
Employee Stock Option (right to buy)	$21.9948	10/02/2008		M			2,274	⁽⁷⁾	05/06/2015	Common Stock	2,274	⁽²⁾	0⁽³⁾	D
Employee Stock Option (right to buy)	$34.9553	10/02/2008		M			932	01/03/2008	01/03/2017	Common Stock	932	⁽²⁾	1,862⁽³⁾	D

Explanation of Responses:

1. The options vested in three equal annual installments beginning on December 6, 2002.

2. Not applicable.

3. Does not include employee stock options with different expiration dates and exercise prices.

4. The options vested in three equal annual installments beginning on May 3, 2003.

5. The options vested in three equal annual installments beginning on May 6, 2004.

6. The options vested in three equal annual installments beginning on May 6, 2005.

7. The options vested in three equal annual installments beginning on May 6, 2006.

Remarks:

	Blanche M. Touhill By Kenneth L. Wagner, Attorney-in-Fact	10/06/2008
	** 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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