SEC Form 4 · accession 0001104659-18-015205
CLOUD PEAK ENERGY INC. · CLD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gary Rivenes
Officer — Executive V.P.
Period of report
Mar 2, 2018
Accepted (ET)
Mar 6, 2018 · 3:25 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,F4 | Mar 2, 2018 | F | 18,588 | $3.30 | D | 126,147 | D | |
| Common StockF2,F4 | Mar 2, 2018 | M | 70,856 | $3.30 | A | 197,003 | D | |
| Common StockF3,F4 | Mar 2, 2018 | F | 27,882 | $3.30 | D | 169,121 | 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 UnitsF2 | — | Mar 2, 2018 | M | 70,856 | D | — | — | Common Stock | 70,856 | 0 | D |
| Restricted Stock UnitsF6,F7,F5 | — | Mar 2, 2018 | A | 85,457 | A | — | — | Common Stock | 85,457 | 85,457 | D |
Explanation of responses
- F1Reflects 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 restricted stock units ("RSUs").
- F2Each 2015 performance share unit ("PSU") represented a contingent right to receive the value of one share of Cloud Peak Energy Inc. ("CPE") 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, which target number was originally reported in Table II on the Form 4 filed on 3/3/2015.
- F3Reflects 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.
- F4This 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.
- F5Each 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.
- F6This total does not include 2018 PSUs that were also granted on 3/2/2018. 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.
- F7As disclosed in a Form 8-K filed on 1/18/2018, the Reporting Person's final day as an employee of CPE will be 4/17/2018. In connection with his departure from CPE, the Reporting Person will forfeit a pro-rata portion of all unvested equity compensation awards, including his 2018 equity awards.