SEC Form 4 · accession 0001104659-17-014721

Foresight Energy LP · FELP

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

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1The reporting persons do not hold any Senior Secured Second Lien Exchangeable PIK Notes due 2017 (the "Exchangeable PIK Notes"). The Exchangeable PIK Notes were issued pursuant to an indenture, dated August 30, 2016, between Foresight Energy LLC, Foresight Energy Finance Corporation, the guarantors party thereto, Wilmington Trust, National Association, as trustee and American Stock Transfer & Trust Company, LLC as notes administrator and exchange agent (the "Exchangeable PIK Notes Indenture"). The reporting persons have the right to purchase all of the Exchangeable PIK Notes at any time, if they are outstanding, prior to October 2, 2017 (subject to certain circumstances set forth in the Exchangeable PIK Notes Indenture) by paying a purchase price in cash equal to 100% of the principal amount of the Exchangeable PIK Notes to be purchased, plus accrued and unpaid interest, if any, to (but excluding) the purchase date (the "Murray Purchase" and such date, the "Murray Purchase Date").
• F2Immediately prior to the consummation of such a purchase of Exchangeable PIK Notes (but subject to such purchase being consummated), the exchange rate for the Exchangeable PIK Notes will automatically become the lesser of (i) the exchange rate in effect on the business day immediately prior to the Murray Purchase Date, and (ii) a number equal to one divided by 92.5% of the 30 trading day volume weighted average price on the Murray Purchase Date.
• F3The warrants are exercisable at any time during the period commencing on the date the Exchangeable PIK Notes are fully redeemed or purchased pursuant to the Murray Purchase (in each case in accordance with the terms of the Exchangeable PIK Notes Indenture), and ending at 5:00 p.m. New York City time, on the date immediately preceding the tenth anniversary of such date.
• F4The number of Common Units issuable upon the exercise of the warrants is subject to adjustments set forth in the Warrant Agreement, dated August 30, 3016, between Foresight Energy LP and American Stock Transfer & Trust Company, LLC, and the form of warrant therein.
• F5The warrants are directly held by Murray South America, Inc. ("MSA"). Murray Energy Corporation ("MEC") owns 100% of the capital stock of MSA. Murray Energy Holdings Co. ("Holdings") owns 100% of the capital stock of MEC. Robert E. Murray Trust (the "Trust") holds 100% of the Class A Voting Common Shares of Holdings. Robert E. Murray is the settlor and trustee of the Trust. Robert E. Murray disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for the purposes of Section 16 or for any other purpose.