SEC Form 4 · accession 0000899243-17-023232
CONSOL Coal Resources LP · CCR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
CONSOL Energy Inc
Director · 10% Owner
Period of report
Oct 2, 2017
Accepted (ET)
Oct 3, 2017 · 6:45 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001637558
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| COMMON UNITS (LIMITED PARTNER INTERESTS)F1,F2,F3,F4 | Oct 2, 2017 | M | 3,956,496 | — | A | 5,006,496 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| CLASS A PREFERRED UNITS (LIMITED PARTNER INTERESTS)F4,F1,F2,F3 | — | Oct 2, 2017 | M | 3,956,496 | D | — | — | COMMON UNITS | 3,956,496 | 0 | D |
Explanation of responses
- F1Each Class A Preferred Unit is convertible into one common unit representing limited partnership interests in the Issuer (the "Common Units"), at the election of CONSOL Energy Inc. ("CONSOL" or the "Reporting Person"), (i) at any time after September 30, 2017, (ii) with respect to any dissolution or liquidation of the Issuer pursuant to the Issuer's Partnership Agreement occurring prior to September 30, 2017, as of the business day immediately prior to the effective date of such dissolution or liquidation and (iii) with respect to a Class A Preferred Unit Change of Control (as defined in the Issuer's Partnership Agreement),
- F2(Continued from footnote 1) as of the business day immediately prior to the record date or effective date, as applicable, of such Class A Preferred Unit Change of Control. All, but not less than all, of the outstanding Class A Preferred Units are convertible at the election of the Issuer into Common Units on a one-for-one basis, on or after September 30, 2019, subject to certain conditions set forth in the Issuer's Partnership Agreement. The Class A Preferred Units have no expiration date.
- F3On October 2, 2017, CONSOL elected to convert all of its Class A Preferred Units into Common Units and, in accordance with the Issuer's Partnership Agreement, the Issuer issued an aggregate of 3,956,496 Common Units to CONSOL. Following the conversion of the Class A Preferred Units into Common Units, no Class A Preferred Units were outstanding.
- F4CONSOL is the direct holder of limited partnership interests in the Issuer. CONSOL is also the sole owner of the membership interests of CNX Coal Resources GP LLC, the general partner of the Issuer (the "General Partner"). The General Partner owns a 1.71% general partner interest in the Issuer.