SEC Form 3 · accession 0000106455-18-000042
WESTMORELAND COAL Co · WLB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott Alan Henry
Officer — Principal Accounting Officer
Period of report
Apr 12, 2018
Accepted (ET)
Apr 23, 2018 · 8:14 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000106455
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | holding | — | — | — | 350 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restrcited Stock UnitsF1,F2 | — | holding | — | — | — | Apr 1, 2018 | Apr 1, 2020 | Common Stock | 757 | — | D |
| Performance Based Restricted Stock UnitsF3 | — | holding | — | — | — | Apr 1, 2020 | Apr 1, 2020 | Common Stock | 1,988 | — | D |
| Cash UnitsF4,F5 | — | holding | — | — | — | Apr 1, 2018 | Apr 1, 2020 | Common Stock | 505 | — | D |
Explanation of responses
- F1Each Restricted Stock Unit represents a contingent right to receive one share of common stock payable in common stock, cash or a combination thereof at the discretion of the Compensation and Benefits Committee.
- F2The Restricted Stock Units vest in three equal annual installments beginning on April 1st following the grant date.
- F3Each Performance Based Restricted Stock Unit ("PBRSU") represents a contingent right to receive up to 1.5 shares of common stock or the economic equivalent thereof. Units vest over three years and may become payable on April 1, 2020; achievement is 25% weighted based on a comparison of the company's relative total shareholder return ("TSR") over the performance period to a weighted total shareholder return during such period of companies in the Russell 3000 Index; 25% weighted based on a comparison of the company's TSR over the performance period to a weighted TSR during such period of certain companies in the Market Vectors Global Coal Index with principal places of business in the US, Australia or Canada; and 50% weighted based on a three-year free cash flow goal for the Company's consolidated enterprise. For achievement between 100% and 150% of target performance, the PBRSU will be settled solely in cash.
- F4Each Cash Unit was the economic equivalent of one share of the Issuer's common stock and automatically settled in cash pursuant to its terms.
- F5Each Cash Unit is settled solely in cash upon vesting and represents the economic equivalent of one share of the Issuer's common stock. These Cash Units vest in three equal installments annually.