SEC Form 4 · accession 0001181431-15-007476
CNX Resources Corp · CNX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lorraine L. Ritter
Officer — Controller and Vice President
Period of report
May 24, 2013
Accepted (ET)
May 26, 2015 · 5:09 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001070412
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common shares, $0.01 per shareF1 | May 24, 2013 | P | 50 | $35.7584 | A | 19,484 | D | |
| Common shares, $0.01 per shareF2 | May 24, 2013 | A | 14 | $0.00 | A | 19,498 | D | |
| Common shares, $0.01 per shareF3 | Jun 1, 2013 | S | 851 | $34.74 | D | 18,647 | D | |
| Common shares, $0.01 per shareF1,F4 | Aug 23, 2013 | P | 60 | $33.8501 | A | 18,707 | D | |
| Common shares, $0.01 per shareF2 | Aug 23, 2013 | A | 5 | $0.00 | A | 18,712 | D | |
| Common shares, $0.01 per shareF1,F5 | Dec 4, 2013 | P | 55 | $36.8932 | A | 18,767 | D | |
| Common shares, $0.01 per shareF2 | Dec 4, 2013 | A | 5 | $0.00 | A | 18,772 | D | |
| Common shares, $0.01 per shareF3,F4 | Jan 26, 2014 | S | 181 | $37.25 | D | 18,591 | D | |
| Common shares, $0.01 per shareF6 | Jan 31, 2014 | A | 3,347 | $0.00 | A | 21,938 | D | |
| Common shares, $0.01 per shareF3,F5,F7 | Feb 23, 2014 | S | 139 | $40.30 | D | 21,799 | D | |
| Common shares, $0.01 per shareF1,F7 | Feb 28, 2014 | P | 26 | $39.8135 | A | 21,825 | D | |
| Common shares, $0.01 per shareF2 | Feb 28, 2014 | A | 5 | $0.00 | A | 21,830 | D | |
| Common shares, $0.01 per share | Mar 7, 2014 | M | 2,500 | $15.39 | A | 24,330 | D | |
| Common shares, $0.01 per share | Mar 7, 2014 | S | 2,500 | $40.073 | D | 21,830 | D | |
| Common shares, $0.01 per shareF1 | May 30, 2014 | P | 24 | $44.5231 | A | 21,854 | D | |
| Common shares, $0.01 per shareF2 | May 30, 2014 | A | 4 | $0.00 | A | 21,858 | D | |
| Common shares, $0.01 per shareF1 | Sep 2, 2014 | P | 26 | $40.1949 | A | 21,884 | D | |
| Common shares, $0.01 per shareF2 | Sep 2, 2014 | A | 5 | $0.00 | A | 21,889 | D | |
| Common shares, $0.01 per shareF1 | Dec 3, 2014 | P | 28 | $37.8331 | A | 21,917 | D | |
| Common Shares, $0.01 per shareF2 | Dec 3, 2014 | A | 5 | $0.00 | A | 21,922 | D | |
| Common Shares, $0.01 per shareF3,F10 | Jan 26, 2015 | S | 218 | $31.05 | D | 21,704 | D | |
| Common Shares, $0.01 per shareF6 | Jan 30, 2015 | A | 1,728 | $0.00 | A | 23,432 | D | |
| Common Shares, $0.01 per shareF3 | Jan 31, 2015 | S | 343 | $28.95 | D | 23,089 | D | |
| Common Shares, $0.01 per shareF1,F10 | Mar 6, 2015 | P | 37 | $30.3587 | A | 23,126 | D | |
| Common Shares, $0.01 per shareF2 | Mar 6, 2015 | A | 6 | $0.00 | A | 23,132 | D | |
| Common Shares, $0.01 per share | Apr 30, 2015 | M | 1,976 | $22.75 | A | 25,108 | D | |
| Common Shares, $0.01 per shareF11 | Apr 30, 2015 | S | 1,976 | $30.5983 | D | 23,132 | D | |
| Common Shares, $0.01 per share | holding | — | — | — | 1,697 | I | By 401(k) Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F8 | $15.39 | Mar 7, 2014 | M | 2,500 | D | — | Apr 27, 2014 | Common Shares, $0.01 per share | 2,500 | 0 | D |
| Stock Option (right to buy)F9 | $22.75 | Apr 30, 2015 | M | 1,976 | D | — | May 3, 2015 | Common Shares, par value $0.01 per share | 1,976 | 0 | D |
Explanation of responses
- F1Represents shares of Company common stock acquired through a dividend reinvestment plan implemented by the reporting person.
- F10The reporting person's purchase of the Company's common stock reported herein was matchable under Section 16(b) of the Exchange Act, to the extent of 37 shares, with the reporting person's sale of shares of the Company's common stock on January 26, 2015. The reporting person has made arrangements with the Company to disgorge to the Company $25.97, which represents the full amount of profit calculated in connection with the transactions.
- F11Of the 23,132 shares owned directly, 3,977 are restricted stock units (including divdend equivalend rights).
- F2Represents dividend equivalent rights earned under the Equity Incentive Plan as part of a grant of restricted stock units.
- F3Represents shares withheld to satisfy the reporting person's tax liability resulting from the vesting of restricted stock units previously granted to her.
- F4The reporting person's purchase of CONSOL Energy Inc. (the "Company") common stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act:"), to the extent of 60 shares, with the reporting person's sale of shares of the Company's common stock on January 26, 2014. The reporting person has made arrangements with the Company to disgorge to the Company $204.11, which represents the full amount of profit calculated in connection with the transactions.
- F5The reporting person's purchase of the Company's common stock reported herein was matchable under Section 16(b) of the Exchange Act, to the extent of 55 shares, with the reporting person's sale of 139 shares of the Company's common stock at a price of $40.30 per share on February 23, 2014. The reporting person has made arrangements with the Company to disgorge to the Company $188.31, which represents the full amount of profit calculated in connection with the transactions.
- F6Grant of restricted stock units, which vest annually in equal installments over a period of three years, under the Company's Equity Incentive Plan.
- F7The reporting person's purchase of the Company's common stock reported herein was matchable under Section 16(b) of the Exchange Act, to the extent of 26 shares, with the reporting person's sale of shares of the Company's common stock on February 23, 2014. The reporting person has made arrangements with the Company to disgorge to the Company $12.80, which represents the full amount of profit calculated in connection with the transactions.
- F8The option vested in four equal installments on April 27, 2005, 2006, 2007 and 2008.
- F9The option vested in four equal installments on May 3, 2006, 2007, 2008 and 2009.
Remarks
This Form 4 was inadvertently filed late due to a misunderstanding about whether the reporting person was considered to be an "officer" for reporting purposes pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, since CONSOL Energy Inc. (the "Company") had determined that the reporting person was not considered to be an "executive officer" for reporting purposes pursuant to Item 401(b) of Regulation S-K under the Securities Act of 1933, as amended. This Form 4 has been filed in conjunction with a Form 3 report filed by the reporting person, and reflects all reportable transactions undertaken by the reporting person from March 1, 2013, the date she was appointed as the Company's principal accounting officer, and the current date.