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^*

EINHORN DAVID

(Last)

(First)

(Middle)

140 EAST 45TH STREET

FLOOR 24

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CONSOL Energy Inc [ CNX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/05/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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								1,000,478	I⁽¹⁾⁽²⁾⁽³⁾	See Footnote⁽⁴⁾
Common Stock								5,760,273	I⁽¹⁾⁽²⁾⁽³⁾	See Footnote⁽⁵⁾
Common Stock								10,688,965	I⁽¹⁾⁽²⁾⁽³⁾	See Footnote⁽⁶⁾
Common Stock								4,044,041	I⁽¹⁾⁽²⁾⁽³⁾	See Footnote⁽⁷⁾
Common Stock								4,123,108	I⁽¹⁾⁽²⁾⁽³⁾	See Footnote⁽⁸⁾
Common Stock								3,863,700	I⁽¹⁾⁽²⁾⁽³⁾	See Footnote⁽⁹⁾
Common Stock								129,000	I⁽¹⁾⁽²⁾⁽³⁾	See Footnote⁽¹⁰⁾

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)
Total Return Swap	$8.3475	11/05/2015⁽¹¹⁾		P/K⁽¹¹⁾		1⁽¹¹⁾		11/05/2015	01/13/2017	Common Stock	34,200	⁽¹¹⁾	1	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Total Return Swap	$8.3475	11/05/2015⁽¹¹⁾		P/K⁽¹¹⁾		1⁽¹¹⁾		11/05/2015	01/13/2017	Common Stock	195,900	⁽¹¹⁾	1	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁵⁾
Total Return Swap	$8.3475	11/05/2015⁽¹¹⁾		P/K⁽¹¹⁾		1⁽¹¹⁾		11/05/2015	01/13/2017	Common Stock	363,500	⁽¹¹⁾	1	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁶⁾
Total Return Swap	$8.3475	11/05/2015⁽¹¹⁾		P/K⁽¹¹⁾		1⁽¹¹⁾		11/05/2015	01/13/2017	Common Stock	135,500	⁽¹¹⁾	1	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁷⁾
Total Return Swap	$8.3475	11/05/2015⁽¹¹⁾		P/K⁽¹¹⁾		1⁽¹¹⁾		11/05/2015	01/13/2017	Common Stock	140,300	⁽¹¹⁾	1	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁸⁾
Total Return Swap	$8.3475	11/05/2015⁽¹¹⁾		P/K⁽¹¹⁾		1⁽¹¹⁾		11/05/2015	01/13/2017	Common Stock	130,600	⁽¹¹⁾	1	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁹⁾
Total Return Swap	$8.1365	11/06/2015⁽¹¹⁾		P/K⁽¹¹⁾		1⁽¹¹⁾		11/06/2015	01/13/2017	Common Stock	34,300	⁽¹¹⁾	1	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Total Return Swap	$8.1365	11/06/2015⁽¹¹⁾		P/K⁽¹¹⁾		1⁽¹¹⁾		11/06/2015	01/13/2017	Common Stock	196,700	⁽¹¹⁾	1	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁵⁾
Total Return Swap	$8.1365	11/06/2015⁽¹¹⁾		P/K⁽¹¹⁾		1⁽¹¹⁾		11/06/2015	01/13/2017	Common Stock	363,800	⁽¹¹⁾	1	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁶⁾
Total Return Swap	$8.1365	11/06/2015⁽¹¹⁾		P/K⁽¹¹⁾		1⁽¹¹⁾		11/06/2015	01/13/2017	Common Stock	127,200	⁽¹¹⁾	1	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁷⁾
Total Return Swap	$8.1365	11/06/2015⁽¹¹⁾		P/K⁽¹¹⁾		1⁽¹¹⁾		11/06/2015	01/13/2017	Common Stock	132,800	⁽¹¹⁾	1	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁸⁾
Total Return Swap	$8.1365	11/06/2015⁽¹¹⁾		P/K⁽¹¹⁾		1⁽¹¹⁾		11/06/2015	01/13/2017	Common Stock	145,200	⁽¹¹⁾	1	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁹⁾

1. Name and Address of Reporting Person^*

EINHORN DAVID

(Last)

(First)

(Middle)

140 EAST 45TH STREET

FLOOR 24

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

GREENLIGHT CAPITAL INC

(Last)

(First)

(Middle)

140 EAST 45TH STREET

24TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

DME Advisors GP, L.L.C.

(Last)

(First)

(Middle)

140 EAST 45TH STREET

24TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

DME Capital Management, LP

(Last)

(First)

(Middle)

140 EAST 45TH STREET

24TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

DME Advisors, LP

(Last)

(First)

(Middle)

140 EAST 45TH STREET

24TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Greenlight Masters, LLC

(Last)

(First)

(Middle)

140 EAST 45TH STREET

24TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. David Einhorn is the president of Greenlight Capital, Inc. ("Greenlight Inc."), the senior manager of DME Advisors GP, LLC ("DME GP") and the Senior Manager of Greenlight Masters, LLC ("Masters LLC"). DME GP is the general partner of DME Advisors, LP ("DME") and DME Capital Management, LP ("DME CM"). Mr. Einhorn may be deemed to beneficially own the securities reported herein by virtue of his positions with respect to Greenlight Inc., DME GP and Masters LLC.

2. The foregoing entities control the disposition and voting of common stock (the "Common Stock") of CONSOL Energy Inc. ("Issuer"), owned by the following entities: Greenlight Capital, L.P. ("Greenlight Fund"), Greenlight Capital Qualified, L.P. ("Greenlight Qualified"), Greenlight Capital Offshore Partners ("Greenlight Offshore"), Greenlight Capital (Gold), LP ("Greenlight Gold"), Greenlight Capital Offshore Master (Gold), Ltd. ("Greenlight Gold Offshore"), an account managed by DME (the "Managed Account") and Greenlight Masters Partners ("Greenlight Masters" and, together with Greenlight Fund, Greenlight Qualified, Greenlight Offshore, Greenlight Gold, Greenlight Gold Offshore and the Managed Account, the "Greenlight Accounts," and the Greenlight Accounts, together with, Greenlight Inc., DME GP, Masters LLC, DME, DME CM and Mr. Einhorn, the "Greenlight Parties"), in the respective capacities and quantities further described in the footnotes below.

3. Pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), the Greenlight Parties disclaim beneficial ownership of the Common Stock except to the extent of their respective pecuniary interests therein. The filing of this Form 4 shall not be construed as an admission that any of the Greenlight Parties is or was for the purposes of Section 16(a) of the Act, or otherwise, the beneficial owner of any of the Common Stock owned by the Greenlight Accounts.

4. Represents, as applicable, shares of Common Stock or total return swaps referencing shares of Common Stock held for the account of Greenlight Fund, for which Greenlight Inc. serves as investment manager.

5. Represents, as applicable, shares of Common Stock or total return swaps referencing shares of Common Stock held for the account of Greenlight Qualified, for which Greenlight Inc. serves as investment manager.

6. Represents, as applicable, shares of Common Stock or total return swaps referencing shares of Common Stock held for the account of Greenlight Offshore, for which Greenlight Inc. serves as investment manager.

7. Represents, as applicable, shares of Common Stock or total return swaps referencing shares of Common Stock held for the account of Greenlight Gold, for which DME CM serves as investment manager.

8. Represents, as applicable, shares of Common Stock or total return swaps referencing shares of Common Stock held for the account of Greenlight Gold Offshore, for which DME CM serves as investment manager.

9. Represents, as applicable, shares of Common Stock or total return swaps referencing shares of Common Stock held for the account of the Managed Account, for which DME serves as investment manager.

10. Represents, as applicable, shares of Common Stock or total return swaps referencing shares of Common Stock held for the account of Greenlight Masters, for which Masters LLC serves as investment manager.

11. Represents a cash-settled total return swap agreement with a securities broker (the "swap") referencing the notional number of shares of Common Stock set forth in Table II. Under the terms of the swap, (i) the broker is obligated to pay the applicable Greenlight Account an amount per reference share equal to any increase in the market price of the Common Stock relative to the initial reference price set forth in Table II, and (ii) the applicable Greenlight Account is obligated to pay the broker an amount per reference share equal to any decrease in the market price of the Common Stock relative to the initial reference price set forth in Table II, in each case subject to payment of a commission by the applicable Greenlight Account.

Remarks:

* The Power of Attorney executed by David Einhorn, authorizing the signatory to sign and file this Schedule 13G on David Einhorn's behalf, filed as Exhibit 99.2 to the Schedule 13G filed with the Securities and Exchange Commission on May 24, 2010 by the Reporting Persons with respect to the common stock of NCR Corporation, is hereby incorporated by reference.

	/s/ Daniel Roitman*, attorney-in-fact for David Einhorn	11/09/2015
	/s/ Daniel Roitman, Chief Operating Officer of Greenlight Capital, Inc.	11/09/2015
	/s/ Daniel Roitman, Chief Operating Officer of DME Advisors GP, L.L.C., General Partner of DME Advisors, L.P.	11/09/2015
	/s/ Daniel Roitman, Chief Operating Officer of DME Capital Management, L.P.	11/09/2015
	/s/ Daniel Roitman, Chief Operating Officer of DME Advisors GP, L.L.C.	11/09/2015
	/s/ Daniel Roitman, Chief Operating Officer of Greenlight Masters, LLC	11/09/2015
	** Signature of Reporting Person	Date
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