SEC Form 4 · accession 0001179110-18-008011

ALLIANCE RESOURCE PARTNERS LP · ARLP

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

Reporting owner

Joseph W Craft III

Officer — President and Chief Executive · Director · 10% Owner

Period of report

May 31, 2018

Accepted (ET)

Jun 4, 2018 · 8:14 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001086600

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Unit^F6,F4,F7	May 31, 2018	D	87,188,338	—	D	0	I	By Alliance Holdings GP, L.P.
Common Unit^F4,F6	May 31, 2018	A	1,343,348	—	A	1,350,529	I	By Alliance Resource GP, LLC
Common Unit^F4,F5	May 31, 2018	A	18,235,922	—	A	18,593,374	D
Common Unit^F4	May 31, 2018	A	168,603	—	A	168,603	I	Through spouse
Common Unit	holding	—	—		—	2,000	I	By son

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Phantom unit^F1,F2,F3	—	holding	—	—	—	—	—	Common unit	223,650	223,650	D

Explanation of responses

F11 for 1
F2The Phantom units are to be settled in ARLP common units upon the reporting person's death or termination.
F3Not applicable
F4The common units were acquired as consideration for the AHGP common units held by the reporting person immediately prior to the effectiveness of the transactions contemplated by the Simplification Agreement dated February 22, 2018 (the "Simplification Agreement"). Pursuant to the Simplification Agreement, all AHGP common units were canceled and converted into the right to receive all of the ARLP common units held by AHGP and its subsidiaries on May 31, 2018. Based on a formula calculated pursuant to the Simplification Agreement, the exchange ratio was 1.478181161 ARLP common units for each AHGP common unit.
F5Held through the JWC III Rev Trust, of which Mr. Craft is trustee.
F6Mr. Craft indirectly wholly owns Alliance GP, LLC, the former general partner of Alliance Holdings GP, L.P. ("AHGP"), which wholly owns MGP II, LLC ("MGP II"), the former owner of 56,100,000 common units of ARLP, and AHGP directly owned 31,088,338 common units of ARLP all of which were distributed as disclosed in footnote 4 above. Mr. Craft and Kathleen S. Craft jointly own Alliance Resource GP, LLC ("SGP"). Mr. Craft disclaimed beneficial ownership of the common units of ARLP formerly held by AHGP and MGP II except to the extent of his pecuniary interest therein, and Mr. Craft disclaims beneficial ownership of the common units of ARLP held by SGP except to the extent of his pecuniary interest therein.
F7Pursuant to the Simplification Agreement, MGP II distributed (a) 99.999% of the 56,100,000 ARLP common units to AHGP and (b) 0.001% of the 56,100,000 ARLP Common Units to ARM GP Holdings, Inc. ("ARMH"), which ARMH then distributed to AHGP. Thereafter, the AHGP Common Units were canceled and converted into the right to receive all of the ARLP Common Units held by AHGP and its subsidiaries.