SEC Form 4 · accession 0000919574-17-003172
PEABODY ENERGY CORP · BTU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Robert K. Citrone
10% Owner
Period of report
Apr 3, 2017
Accepted (ET)
Apr 5, 2017 · 7:28 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001064728
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.01 par valueF1 | Apr 3, 2017 | C | 7,192,536 | $0.00 | A | 14,192,991 | I | See Footnote |
| Common Stock, $0.01 par valueF2 | Apr 3, 2017 | C | 7,445,754 | $0.00 | A | 12,444,728 | I | See Footnote |
| Common Stock, $0.01 par valueF1 | Apr 5, 2017 | X | 870,363 | $0.01 | A | 15,063,354 | I | See Footnote |
| Common Stock, $0.01 par valueF2 | Apr 5, 2017 | X | 600,774 | $0.01 | A | 13,045,502 | I | See Footnote |
| Common Stock, $0.01 par valueF1 | Apr 5, 2017 | S | 320 | $27.25 | D | 15,063,034 | I | See Footnote |
| Common Stock, $0.01 par valueF2 | Apr 5, 2017 | S | 220 | $27.25 | D | 13,045,282 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF1,F3 | — | Apr 3, 2017 | C | 3,641,992 | D | Apr 3, 2017 | — | Common Stock, $0.01 par value | 7,192,536 | 0 | I |
| Series A Convertible Preferred StockF2,F3 | — | Apr 3, 2017 | C | 3,770,211 | D | Apr 3, 2017 | — | Common Stock, $0.01 par value | 7,445,754 | 0 | I |
| WarrantF1 | $0.01 | Apr 5, 2017 | X | 870,363 | D | Apr 3, 2017 | Jul 3, 2017 | Common Stock, $0.01 par value | 870,363 | 0 | I |
| WarrantF2 | $0.01 | Apr 5, 2017 | X | 600,774 | D | Apr 3, 2017 | Jul 3, 2017 | Common Stock, $0.01 par value | 600,774 | 0 | I |
Explanation of responses
- F1The securities are held in the accounts of various clients of Discovery Capital Management, LLC ("Discovery") and may be deemed to be beneficially owned by Discovery, as the investment manager to such clients, and Robert K. Citrone, as the managing member of Discovery.
- F2The securities are held in the account of Discovery Global Opportunity Partners, LP (the "Fund") and may be deemed to be beneficially owned by Discovery, as the general partner of the Fund, and Robert K. Citrone, as the managing member of Discovery.
- F3The Series A Convertible Preferred Stock has no expiration date and is convertible at a price of $16.25 per share, subject to adjustment as set forth in the Certificate of Designation attached as Exhibit 3.2 to the Issuer's Form 8-K filed on April 3, 2017. Each share of Series A Convertible Preferred Stock converted to approximately 1.975 shares of Common Stock, $0.01 par value.
- F4On April 5, 2017, the Reporting Person exercised Warrants to purchase 870,363 shares of Common Stock, $0.01 par value. The Reporting Person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 320 shares to pay the exercise price and issuing the Reporting Person the remaining 870,043 shares.
- F5On April 5, 2017, the Reporting Person exercised Warrants to purchase 600,774 shares of Common Stock, $0.01 par value. The Reporting Person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 220 shares to pay the exercise price and issuing the Reporting Person the remaining 600,554 shares.
Remarks
Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.