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^*

Martin Lawrence D

(Last)

(First)

(Middle)

19854 N. STATE HIGHWAY !

(Street)

MARSHALL

62441

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HALLADOR ENERGY CO [ HNRG ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO, SUNRISE COAL, LLC

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2012

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, PAR VALUE $.01	11/24/2012		M		12,500⁽¹⁾	A	$8.3	42,500	D
COMMON STOCK, PAR VALUE $.01	11/24/2012		F		3,825⁽¹⁾	D	$8.3	38,675	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)
Restricted Stock Unit	⁽²⁾	04/01/2012		A		10,000		04/01/2015	04/01/2015	Common Stock, par value $.01	10,000	⁽²⁾	35,000	D
Restricted Stock Unit⁽¹⁾	⁽¹⁾	11/24/2012		M			12,500⁽¹⁾	11/24/2012	11/24/2012	Common Stock, par value $.01	12,500⁽¹⁾	$8.3	22,500	D

Explanation of Responses:

1. These shares were issued due to the vesting of Restricted Stock Unites on November 24, 2012. Of the 12,500 shares that vested, 3,825 shares were withheld to pay federal and state taxes. The recipient received 8,675 shares after taxes. Since the shares vested on a weekend, the closing stock price of the preceeding day, November 23, 2012, was used per the terms of the 2008 Restricted Stock Unit Plan. The closing stock price on November 23, 2012 was $8.30 per share.

2. Each Restricted Stock Unit respresents a contingent right to receive one share of Hallador Energy Company common stock. The restricted stock units vest three years from the date of the award, April 1, 2015. If employment terminates prior to vesting, the restricted stock unites shall be immediately cancelled and the reporting person shall cease to have any right or entitlement to receive any shares under those cancelled units.

	Victor P. Stabio, AIF for Lawrence Martin	11/27/2012
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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