Statement of Changes in Beneficial Ownership (4)
08 Junho 2023 - 6:07PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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Gorzynski Michael |
2. Issuer Name and Ticker or Trading Symbol
Alpha Metallurgical Resources, Inc.
[
AMR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
See Remarks |
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(Last)
(First)
(Middle)
595 MADISON AVE, 30TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/6/2023 |
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(Street)
NEW YORK, NY 10022 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock, $0.01 par value per share (1) | 6/7/2023 | | X | | 4309 | A | $44.972 | 787097 | I | By Percy Rockdale LLC (2) |
| Common Stock, $0.01 par value per share (1) | 6/7/2023 | | X | | 102 | A | $44.972 | 1691 | I | By MG Capital Management, Ltd. (3) |
| Common Stock, $0.01 par value per share (1) | 6/6/2023 | | X | | 864 | A | $44.972 | 4486 | I | By Spouse (4) |
| Common Stock, $0.01 par value per share (1) | | | | | | | | 1783 | D | |
| Common Stock, $0.01 par value per share (1) | | | | | | | | 590449 | I | By Continental General Insurance Company (5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Series A Warrant | $44.972 | 6/7/2023 | | X | | | 3591 | (6) | 7/26/2023 | Common Stock, par value $0.01 per share | 4309 | $0.00 | 573 | I | By Percy Rockdale LLC (2) |
| Series A Warrant | $44.972 | 6/7/2023 | | X | | | 85 | (6) | 7/26/2023 | Common Stock, par value $0.01 per share | 102 | $0.00 | 13 | I | By MG Capital Management, Ltd. (3) |
| Series A Warrant | $44.972 | 6/6/2023 | | X | | | 720 | (6) | 7/26/2023 | Common Stock, par value $0.01 per share | 864 | $0.00 | 0 | I | By Spouse (4) |
| Explanation of Responses: |
| (1) | This Form 4 is filed jointly by Percy Rockdale LLC ("Percy Rockdale"), MG Capital Management, Ltd. ("MG Capital Management"), Continental General Insurance Company ("CGIC"), Continental Insurance Group, Ltd. ("CIG"), Continental General Holdings LLC ("CGH") and Michael Gorzynski (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| (2) | Represents securities directly held by Percy Rockdale. As the sole Manager of Percy Rockdale, Mr. Gorzynski may be deemed to beneficially own the securities reported herein as beneficially owned directly by Percy Rockdale. |
| (3) | Represents securities directly held by MG Capital Management. As the sole Director of MG Capital Management, Mr. Gorzynski may be deemed to beneficially own the securities reported herein as beneficially owned directly by MG Capital Management. |
| (4) | Represents securities directly held by Mr. Gorzynski's wife. Mr. Gorzynski disclaims beneficial ownership of the securities reported herein as beneficially owned directly by his wife except to the extent of his pecuniary interest therein, and this report shall not be deemed to be an admission that Mr. Gorzynski is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| (5) | Represents securities directly held by CGIC. CIG serves as the parent operating company of CGIC. CGH serves as an investment holding company and the sole owner of CIG. Mr. Gorzynski serves as the Manager of CGH. By virtue of the foregoing relationships, each of CIG, CGH and Mr. Gorzynski may be deemed to beneficially own the securities reported herein as beneficially owned directly by CGIC. |
| (6) | The Series A Warrants are exercisable as of the date hereof and were exercisable commencing from the date of their original issuance on July 26, 2016. |
Remarks:
Mr. Gorzynski is a director of the Issuer. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons (other than Mr. Gorzynski) may be deemed a director by deputization by virtue of Mr. Gorzynski's service on the Board of Directors of the Issuer. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Gorzynski Michael
595 MADISON AVE
30TH FLOOR
NEW YORK, NY 10022 | X |
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| See Remarks |
Percy Rockdale LLC
595 MADISON AVENUE
30TH FLOOR
NEW YORK, NY 10022 |
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| See Remarks |
MG Capital Management Ltd.
C/O CAMPBELLS LLP
FLOOR 4, WILLOW HOUSE, CRICKET SQUARE
GRAND CAYMAN, E9 KY1-9010 |
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| See Remarks |
CONTINENTAL GENERAL INSURANCE CO
11001 LAKELINE BLVD., STE. 120
AUSTIN, TX 78717 |
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| See Remarks |
Continental Insurance Group, Ltd.
11001 LAKELINE BLVD., STE. 120
AUSTIN, TX 78717 |
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| See Remarks |
Continental General Holdings LLC
11001 LAKELINE BLVD., STE. 120
AUSTIN, TX 78717 |
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| See Remarks |
Signatures
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| /s/ Michael Gorzynski | | 6/8/2023 |
| **Signature of Reporting Person | Date |
| Percy Rockdale LLC; By: /s/ Michael Gorzynski, Sole Manager | | 6/8/2023 |
| **Signature of Reporting Person | Date |
| MG Capital Management, Ltd.; By: /s/ Michael Gorzynski, Sole Director | | 6/8/2023 |
| **Signature of Reporting Person | Date |
| Continental General Insurance Company; By: /s/ Michael Gorzynski, Executive Chairman | | 6/8/2023 |
| **Signature of Reporting Person | Date |
| Continental Insurance Group, Ltd.; By: /s/ Michael Gorzynski, Chairman & President | | 6/8/2023 |
| **Signature of Reporting Person | Date |
| Continental General Holdings, LLC; By: /s/ Michael Gorzynski, Manager | | 6/8/2023 |
| **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. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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