- Statement of Changes in Beneficial Ownership (4)
03 Junho 2011 - 5:27PM
Edgar (US Regulatory)
FORM 4
[
X
]
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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February 28, 2011
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Tolbert Eric Brian
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2. Issuer Name
and
Ticker or Trading Symbol
MASSEY ENERGY CO
[
MEE
]
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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
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(Last)
(First)
(Middle)
C/O MASSEY ENERGY COMPANY, 4 NORTH 4TH STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/1/2011
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(Street)
RICHMOND, VA 23219
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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
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6/1/2011
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D
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7283
(1)
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D
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(1)
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0
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D
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Options (right to buy)
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$19.5
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6/1/2011
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D
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2411
(2)
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(2)
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11/10/2018
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Common Stock
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2411
(2)
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$0
(2)
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0
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D
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Employee Stock Options (right to buy)
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$34.05
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6/1/2011
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D
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2449
(3)
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(3)
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11/9/2019
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Common Stock
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2449
(3)
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$0
(3)
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0
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D
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Employee Stock Options (right to buy)
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$49.58
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6/1/2011
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D
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2555
(4)
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(4)
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11/23/2020
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Common Stock
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2555
(4)
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$0
(4)
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0
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D
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Restricted Units (phantom stock units)
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(5)
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6/1/2011
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D
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2753
(5)
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(5)
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(5)
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Common Stock
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2753
(5)
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$0
(5)
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0
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D
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Explanation of Responses:
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(
1)
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Disposed of pursuant to the Agreement and Plan of Merger, dated as of January 27, 2011, among Massey Energy Company ("Massey") and Alpha Natural Resources, Inc. ("Alpha") and Mountain Merger Sub, Inc. Each share of Massey common stock was exchanged for (i) 1.025 shares of Alpha common stock and (ii) $10.00 in cash, without interest (the "Merger Consideration"). Includes 4,351 restricted shares that vested and converted into the Merger Consideration. Any fractional share will be paid in cash.
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(
2)
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The option provided that it vests and becomes exercisable on November 10, 2011. This option vested and was converted pursuant to the Merger Agreement into an option to purchase 2,919 shares of Alpha common stock at $16.10 per share, with the same terms and conditions as the original Massey stock option.
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(
3)
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The option provided that 1,224 shares vest on November 9, 2011 and 1,225 shares vest on November 9, 2012. This option vested and was converted pursuant to the Merger Agreement into an option to purchase 2,965 shares of Alpha common stock at $28.12 per share, with the same terms and conditions as the original Massey stock option.
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(
4)
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The option provided that 852 shares vest on November 23, 2011, 851 shares vest on November 23, 2012 and 852 shares vest on November 23, 2013. This option vested and was converted pursuant to the Merger Agreement into an option to purchase 3,093 shares of Alpha common stock at $40.95 per share, with the same terms and conditions as the original Massey stock option.
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(
5)
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The reporting person held 2,753 restricted units. Pursuant to the Merger Agreement, the restricted units were cancelled and the reporting person will receive a cash payment, without interest, equal to the product of (A) the sum of (x) 1.025 multiplied by the average of the volume weighted average price per share of Alpha common stock on the New York Stock Exchange on each of the last five consecutive trading days prior to the effective time of the merger (rounded to the nearest one-tenth of a cent) and (y) $10.00 in cash and (B) the number of shares of Massey common stock subject to the Massey restricted stock units immediately prior to the effective time of the merger.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Tolbert Eric Brian
C/O MASSEY ENERGY COMPANY
4 NORTH 4TH STREET
RICHMOND, VA 23219
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VP & Chief Financial Officer
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Signatures
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/s/ Richard R. Grinnan, attorney-in-fact
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6/3/2011
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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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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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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