metc_Current_Folio

0001558370-19-011500.txt : 20191213 0001558370-19-011500.hdr.sgml : 20191213 20191212201605 ACCESSION NUMBER: 0001558370-19-011500 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20191210 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20191213 DATE AS OF CHANGE: 20191212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ramaco Resources, Inc. CENTRAL INDEX KEY: 0001687187 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE MINING [1220] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38003 FILM NUMBER: 191283068 BUSINESS ADDRESS: STREET 1: 250 WEST MAIN STREET STREET 2: SUITE 210 CITY: LEXINGTON STATE: KY ZIP: 40507 BUSINESS PHONE: (859) 244-7455 MAIL ADDRESS: STREET 1: 250 WEST MAIN STREET STREET 2: SUITE 210 CITY: LEXINGTON STATE: KY ZIP: 40507 8-K 1 f8-k.htm 8-K metc_Current_Folio_8K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 10, 2019

RAMACO RESOURCES, INC.

(Exact name of Registrant as specified in its Charter)

Delaware		001‑38003		38‑4018838
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

250 West Main Street, Suite 1800

Lexington, Kentucky 40507

(Address of principal executive offices)

(859) 244‑7455

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		METC		NASDAQ Global Select Market

Check the appropriate box below if the Form 8‑K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12)

☐ Pre-commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act (17 CFR 240.14d‑2(b))

☐ Pre-commencement communications pursuant to Rule 13e‑4(c) under the Exchange Act (17 CFR 240.13e‑4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b‑2 of the Securities Exchange Act of 1934 (§240.12b‑2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 10, 2019, the Board of Directors of Ramaco Resources, Inc. (“Ramaco” or the “Company”) approved, and the Company entered into, an Amendment to Restricted Stock Award Agreements with each of Randall W. Atkins, Michael D. Bauersachs, Jeremy R. Sussman and Christopher L. Blanchard (each, an “Amended Restricted Stock Award Agreement” and together, the “Amended Restricted Stock Award Agreements”). The Amended Restricted Stock Award Agreements (i) grant restricted stock awards to each of Mr. Atkins, Mr. Bauersachs, Mr. Sussman and Mr. Blanchard in the amounts of 6,873 shares, 6,873 shares, 3,656 shares and 3,887 shares, respectively, with a vesting date of June 30, 2020, June 30, 2020, June 30, 2022 and June 30, 2021, respectively, (ii) amend the vesting date of grants made to Mr. Atkins (137,457 shares) and Mr. Bauersachs (137,457 shares) in 2017, from December 31, 2019 to June 30, 2020, (iii) amend the vesting date of grants made to Mr. Atkins (124,378 shares), Mr. Bauersachs (124,378 shares) and Mr. Blanchard (77,736 shares) in 2018, from December 31, 2020 to June 30, 2021 and (iv) amend the vesting date of grants made to Mr. Atkins (228,520 shares), Mr. Bauersachs (228,520 shares), Mr. Blanchard (95,980 shares) and Mr. Sussman (73,126 shares) in 2019, from December 31, 2021 to June 30, 2022.

The foregoing descriptions of the Amended Restricted Stock Award Agreements are qualified in their entirety by reference to the Amended Restricted Stock Award Agreements with respect to Mr. Atkins, Mr. Bauersachs, Mr. Blanchard and Mr. Sussman, copies of which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Current Report on Form 8‑K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Exhibit Description

10.1		Amendment to Restricted Stock Award Agreements, dated December 10, 2019, between the Company and Randall W. Atkins.

10.2		Amendment to Restricted Stock Award Agreements, dated December 10, 2019, between the Company and Michael D. Bauersachs.

10.3		Amendment to Restricted Stock Award Agreements, dated December 10, 2019, between the Company and Jeremy R. Sussman.

10.4		Amendment to Restricted Stock Award Agreements, dated December 10, 2019, between the Company and Christopher L. Blanchard.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		RAMACO RESOURCES, INC.
		By:	/s/ Randall W. Atkins
		Name:	Randall W. Atkins
		Title:	Executive Chairman


Date:	December 13, 2019

EX-10.1 2 ex-10d1.htm EX-10.1 metc_Ex10_1

Exhibit 10.1

RAMACO RESOURCES, INC.

LONG-TERM INCENTIVE PLAN

AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENTS

THIS AMENDMENT (this “Amendment”), made and entered into as of the 10th day of December, 2019, by and between Ramaco Resources, Inc., a Delaware corporation (“Ramaco”), and Randall W. Atkins, an employee or other individual providing services to Ramaco or one of its Affiliates (“Participant”).

WHEREAS, effective as of June 28, 2017, Ramaco entered into a Restricted Stock Award Agreement (the “2017 Agreement”) with Participant pursuant to Ramaco’s Long-Term Incentive Plan (the “Plan”);

WHEREAS, effective as of January 31, 2018, Ramaco entered into a Restricted Stock Award Agreement (the “2018 Agreement”) with Participant pursuant to the Plan;

WHEREAS, effective as of January 29, 2019, Ramaco entered into a Restricted Stock Award Agreement (the “2019 Agreement” and together with the 2017 Agreement and the 2018 Agreement, the “Agreements”) with Participant pursuant to the Plan;

WHEREAS, pursuant to the 2017 Agreement, Participant received 137,457 shares of Common Stock on June 28, 2017 (the “2017 Grant”), with a vesting date of December 31, 2019;

WHEREAS, pursuant to the 2018 Agreement, Participant received 124,378 shares of Common Stock on January 31, 2018 (the “2018 Grant”), with a vesting date of December 31, 2020;

WHEREAS, pursuant to the 2019 Agreement, Participant received 228,520 shares of Common Stock on January 29, 2019 (the “2019 Grant”), with a vesting date of December 31, 2021;

WHEREAS, the Committee and the Participant desire to amend the Agreements to (i) issue additional restricted stock awards, which shall be a number of shares equal to 5% of the 2017 Grant, with a vesting date of June 30, 2020, (ii) revise the vesting date of the 2017 Grant to June 30, 2020, (iii) revise the vesting date of the 2018 Grant to June 30, 2021, and (iv) revise the vesting date of the 2019 Grant to June 30, 2022;

WHEREAS, pursuant to Section 10 of the Plan, the Committee, acting under the Plan, may amend, alter, suspend, discontinue or terminate any such Agreement, provided that the Committee obtain consent of the Participant if such amendment may materially and adversely affect the rights of such Participant under the Agreements; and

WHEREAS, the Committee and the Participant now desire to amend the Agreements to (i) issue additional restricted stock awards, which shall be a number of shares equal to 5% of the 2017 Grant, with a vesting date of June 30, 2020, (ii) revise the vesting date of the 2017 Grant to June 30, 2020, (iii) revise the vesting date of the 2018 Grant to June 30, 2021, and (iv) revise the vesting date of the 2019 Grant to June 30, 2022.

NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, Ramaco and the Participant hereby agree as follows:

1. Certain Definitions. Capitalized terms used in this Amendment and not otherwise defined shall have the respective meanings assigned to such terms in the Agreements or the Plan.

2. Amendments.

(a) As of the date hereof, Section 2 of the 2017 Agreement is hereby deleted in its entirety and replaced with the following:

“Restricted Stock Awards.

(a) On the terms and conditions and subject to the restrictions, including forfeiture, hereinafter set forth, Ramaco hereby awards to Participant, and Participant hereby accepts, a restricted stock award (the “Primary Award”) of 137,457 shares (the “Primary Restricted Shares”) of Common Stock. The Primary Award is made on the 28th day of June, 2017 (the “Primary Grant Date”). A certificate representing the Primary Restricted Shares shall be issued in the name of Participant (or, at the option of Ramaco, in the name of a nominee of Ramaco) as of the Primary Grant Date and delivered to Participant on the Primary Grant Date or as soon thereafter as practicable. Participant shall cause the certificate representing the Primary Restricted Shares, upon receipt thereof by Participant, to be deposited, together with stock powers and any other instrument of transfer reasonably requested by Ramaco duly endorsed in blank, with Ramaco, to be held by Ramaco in escrow for Participant’s benefit until such time as the Primary Restricted Shares represented by such certificate are either forfeited by Participant to Ramaco or the restrictions thereon terminate as set forth in this Agreement.

(b) On the terms and conditions and subject to the restrictions, including forfeiture, hereinafter set forth, Ramaco hereby awards to Participant, and Participant hereby accepts, a restricted stock award (the “Secondary Award” and together with the Primary Award, the “Award”) of 6,873 shares (the “Secondary Restricted Shares” and together with the Primary Restricted Shares, the “Restricted Shares”) of Common Stock. The Secondary Award is made on the 10th day of December, 2019 (the “Secondary Grant Date”). A certificate representing the Secondary Restricted Shares shall be issued in the name of Participant (or, at the option of Ramaco, in the name of a nominee of Ramaco) as of the Secondary Grant Date and delivered to Participant on the Secondary Grant Date or as soon thereafter as practicable. Participant shall cause the certificate representing the Secondary Restricted Shares, upon receipt thereof by Participant, to be deposited, together with stock powers and any other instrument of transfer reasonably requested by Ramaco duly endorsed in blank, with Ramaco, to be held by Ramaco in escrow for Participant’s benefit until such time as the Secondary Restricted Shares represented by such certificate are either forfeited by Participant to Ramaco or the restrictions thereon terminate as set forth in this Agreement.”

(b) As of the date hereof, the first sentence of Section 3 of the 2017 Agreement is hereby deleted in its entirety and replaced by the following:

“The Restricted Shares shall be subject to a restricted period (the “Restricted Period”) that shall commence on the Primary Grant Date or the Secondary Grant Date, as applicable, and shall end on June 30, 2020 (the “Vesting Date”).”

(c) As of the date hereof, Section 6(a) of the 2017 Agreement is hereby deleted in its entirety and replaced by the following:

“(a) Pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (a “Section 83(b) Election”), Participant may elect, within 30 days of the Primary Grant Date or the Secondary Grant Date, as applicable, and on notice to Ramaco, to realize income for federal income tax purposes equal to the fair market value of the Primary Restricted Shares or the Secondary Restricted Shares, as applicable, on the Primary Grant Date or the Secondary Grant Date, respectively. In the event of a Section 83(b) Election, Participant shall make arrangements satisfactory to Ramaco or the appropriate Affiliate to pay in the calendar year that includes the Primary Grant Date or the Secondary Grant Date, as applicable, any federal, state or local taxes required to be withheld with respect to such shares. For the avoidance of doubt, if a Participant did not make a Section 83(b) Election with respect the Primary Restricted Shares within 30 days following the Primary Grant Date, Participant may not make a Section 83(b) Election with respect to the Primary Restricted Shares.”

(d) As of the date hereof, the first sentence of Section 3 of the 2018 Agreement is hereby deleted in its entirety and replaced by the following:

“The Restricted Shares shall be subject to a restricted period (the “Restricted Period”) that shall commence on the Grant Date and shall end on June 30, 2021 (the “Vesting Date”).”

(e) As of the date hereof, the first sentence of Section 3 of the 2019 Agreement is hereby deleted in its entirety and replaced by the following:

“The Restricted Shares shall be subject to a restricted period (the “Restricted Period”) that shall commence on the Grant Date and shall end on June 30, 2022 (the “Vesting Date”).”

3. Continuation of the Agreement. Except as otherwise expressly set forth in this Amendment, all other terms and conditions of the Agreements remain in full force and effect without modification.

4. Governing Law; Exclusive Forum; Consent to Jurisdiction. This Amendment shall be governed by the laws of the State of Delaware except for its laws with respect to conflict of laws. The exclusive forum for any lawsuit arising from or related to this Amendment shall be a state or federal court in Fayette County, Kentucky. This provision does not prevent Ramaco from removing to an appropriate federal court any action brought in state court.

PARTICIPANT HEREBY CONSENTS TO, AND WAIVES ANY OBJECTIONS TO, REMOVAL TO FEDERAL COURT BY RAMACO OF ANY ACTION BROUGHT AGAINST IT BY PARTICIPANT.

5. Counterparts; Effect of Signatures. This Amendment may be executed in one or more counterparts (including by facsimile or portable document format (pdf)) for the convenience of the parties hereto, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

[Signature Page Follows.]

IN WITNESS WHEREOF, Ramaco and Participant have executed this Agreement as of the date first written above.

	RAMACO:

	RAMACO RESOURCES, INC.


	By:
		Randall W. Atkins, Executive Chairman


	PARTICIPANT:


	Participant Name: Randall W. Atkins

Signature Page to Amendment to Restricted Stock Award Agreements

EX-10.2 3 ex-10d2.htm EX-10.2 metc_Ex10_2

Exhibit 10.2

RAMACO RESOURCES, INC.

LONG-TERM INCENTIVE PLAN

AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENTS

THIS AMENDMENT (this “Amendment”), made and entered into as of the 10th day of December, 2019, by and between Ramaco Resources, Inc., a Delaware corporation (“Ramaco”), and Michael D. Bauersachs, an employee or other individual providing services to Ramaco or one of its Affiliates (“Participant”).