SEC Form 4/A · accession 0001209191-15-031317

PEABODY ENERGY CORP · BTU

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1See Remarks Section.
• F2Includes 2,295 shares held by the reporting person in the Company's Employee Stock Purchase Plan.

Remarks

This amendment is being filed solely to clarify that this award is of restricted stock units, rather than restricted stock as previously reported on a Form 4 filed on January 6, 2015. The restricted stock units generally vest in whole on January 2, 2018; however, because the reporting person is expected to become retirement eligible during the three-year period following the grant date, on the first quarterly anniversary of the grant date following such time as the reporting person becomes retirement eligible: (1) a portion of the restricted stock units that would have vested by that time (had the restricted stock units been subject to vesting in substantially equal installments on each quarterly anniversary of the grant date during the period from the grant date through the third anniversary of the grant date) will then vest; and (2) the remaining restricted stock units will thereafter vest in substantially equal amounts on each quarterly anniversary of the grant date thereafter through the third anniversary of the grant date; all subject to any acceleration terms and conditions and the other terms of the restricted stock units award. The amount of securities beneficially owned directly by the reporting person is shown as of the completion of all transactions on January 2, 2015. This practice of awarding restricted stock units instead of restricted stock to recipients who are or will become retirement eligible during the equity vesting period is applicable to executives and non-executives.