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^*

Kellow Glenn L

(Last)

(First)

(Middle)

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2013

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)

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)	$18.05	09/16/2013		A		59,312		⁽¹⁾	09/16/2023	Common Stock	59,312	$0.00	59,312	D
Restricted Stock Units	⁽²⁾⁽³⁾	09/16/2013		A		110,803		⁽²⁾⁽³⁾	09/16/2018	Common Stock	110,803	$0.00	110,803	D

Explanation of Responses:

1. The options vest in three equal annual installments beginning September 16, 2014.

2. Each Restricted Stock Unit represents a contingent right to receive one share of Peabody common stock ("Common Stock").So long as Mr. Kellow remains employed by Peabody Energy Corporation (the "Company") through September 16, 2018 (the "Vesting Date"), then (a) 50% of the RSUs shall become vested on the Vesting Date to the extent that at any time between September 16, 2013 (the "Grant Date") and September 16, 2017 (the "First Measurement Date") the TSR (as defined in footnote 3) equals or exceeds 20% for a period of 20 consecutive trading days (the "First Measurement Criterion"), and (b) the remaining 50% percent of the RSUs shall become vested on the Vesting Date to the extent that at any time between the Grant Date and the Vesting Date the TSR equals or exceeds 40% for a period of 20 consecutive trading days. The award agreement also provides for continued vesting under certain circumstances.

3. "TSR" is defined as the aggregate increase or decrease (expressed as a percentage) in the value of a share of Common Stock after the Grant Date. For the purpose of determining the value of a share of Common Stock on the Grant Date, the closing price for a share of Common Stock as reported by the New York Stock Exchange ("NYSE") on the Grant Date shall be used. For purposes of determining the value of a share of Common Stock on any day after the Grant Date, the closing price for a share of Common Stock as reported by the NYSE on such date shall be aggregated together with the aggregate amount of dividends paid by the Company in respect of a share of Common Stock between the Grant Date and the date that the TSR is being determined. If shares of Common Stock are no longer traded on a securities exchange, then effective as of the date that shares of Common Stock are no longer traded on a securities exchange, and each day thereafter, the TSR shall equal 40%.

Remarks:

	Glenn L. Kellow By: Kenneth L. Wagner, Attorney-in-Fact	09/18/2013
	** 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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