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^*

Tolbert Eric Brian

(Last)

(First)

(Middle)

C/O MASSEY ENERGY COMPANY

4 NORTH 4TH STREET

(Street)

RICHMOND

23219

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MASSEY ENERGY CO [ MEE ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2007

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	11/12/2007⁽¹⁾		A		2,633	A	$28.96	19,013	D
Common Stock	11/12/2007		M		651	A	⁽²⁾	19,664	D
Common Stock	11/12/2007		D		651	D	$28.96	19,013	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)	$28.96	11/12/2007		A		5,102		⁽³⁾	11/12/2017	Common Stock	5,102	$0	5,102	D
Restricted Units (phantom stock units)	⁽²⁾	11/12/2007		A		1,683		⁽⁴⁾	11/12/2010	Common Stock	1,683	$0	1,683	D
Restricted Units (phantom stock units)⁽⁵⁾	⁽²⁾	11/12/2007		M			651	11/12/2007	11/12/2007	Common Stock	651	$0	1,302	D

Explanation of Responses:

1. One third of these restricted shares vest and become free of restrictions beginning on November 12, 2008, one third on November 12, 2009, and the remaining third on November 12, 2010.

2. The conversion price of each restricted unit is the cash value on each vesting date of one share of Massey common stock.

3. One third of these stock options vest and become exercisable beginning on November 12, 2008, one third on November 12, 2009, and the remaining third on November 12, 2010.

4. One third of these restricted units vest and become payable beginning on November 12, 2008, one third on November 12, 2009, and the remaining third on November 12, 2010.

5. This entry reflects the vesting of 651 restricted units which are part of a grant of restricted units made on November 12, 2006, of which 1,302 restricted units remain.

Remarks:

	Richard R. Grinnan, attorney-in-fact	11/14/2007
	** 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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