SEC Form 4 · accession 0001104659-18-015199
CLOUD PEAK ENERGY INC. · CLD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Amy Clemetson
Officer — Senior VP, Human Resources
Period of report
Mar 2, 2018
Accepted (ET)
Mar 6, 2018 · 3:18 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001441849
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F5 | Mar 2, 2018 | M | 1,669 | $0.00 | A | 6,034 | D | |
| Common StockF2,F5 | Mar 2, 2018 | F | 642 | $3.30 | D | 5,392 | D | |
| Common StockF3,F5 | Mar 2, 2018 | M | 2,504 | $3.30 | A | 7,896 | D | |
| Common StockF4,F5 | Mar 2, 2018 | F | 963 | $3.30 | D | 6,933 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Share UnitsF3 | — | Mar 2, 2018 | M | 2,504 | D | — | — | Common Stock | 2,504 | 0 | D |
| Restricted Stock UnitsF7,F6 | — | Mar 2, 2018 | A | 33,333 | A | — | — | Common Stock | 33,333 | 33,333 | D |
Explanation of responses
- F1Reflects the number of 2015 restricted stock units ("RSUs") vested on 3/2/2018. Each RSU represents a contingent right to receive one share of Cloud Peak Energy Inc. ("CPE") common stock. 100% of the restricted stock units vest three years from the date of grant (which was 3/2/2015). The Reporting Person was not a Section 16 officer as of the date of the grant of the 2015 RSUs.
- F2Reflects the number of shares of common stock withheld by the Issuer in satisfaction of the Reporting Person's tax withholding obligation upon the vesting of 2015 RSUs.
- F3Each 2015 performance share unit ("PSU") represented a contingent right to receive the value of one share of Cloud Peak Energy Inc. common stock. The PSUs vested 3 years from the date of grant (which was 3/2/2015) upon CPE's achievement of performance goals, which were based upon CPE's relative and absolute total shareholder return ("TSR"). These TSR achievements resulted in a payout of 100% of the target.
- F4Reflects the number of shares of common stock withheld by the Issuer in satisfaction of the Reporting Person's tax withholding obligation upon the vesting of 2015 PSUs.
- F5This total does not include RSUs granted to the Reporting Person in 2016, 2017 or 2018 because vested RSUs may be paid in shares, cash or a combination of shares and cash, in the discretion of the Compensation Committee.
- F6Each 2018 RSU represents a contingent right to receive the value of one share of CPE common stock. In general, 100% of the RSUs vest three years after the date of grant subject to the terms of the award agreement and CPE's long-term incentive plan ("LTIP"). Vested RSUs may be paid in shares, cash or a combination of shares and cash, in the discretion of the Compensation Committee.
- F7This total does not include 2018 PSUs that were also granted on 3/2/2018 and that will be reported under Section 16 upon any vesting, as provided by applicable rules. PSUs represent a contingent right to receive the value of one share of CPE common stock. In general, PSUs vest 3 years from the date of grant depending on CPE's achievement of performance goals, which are based upon CPE's TSR, and subject to the terms of the award agreement and CPE's LTIP. These TSR achievements may result in a payout ranging between 0% and 200% of the target.