SEC Form 4 · accession 0000899243-17-003495
Ramaco Resources, Inc. · METC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Dale Bauersachs
Officer — See Remarks · Director
Period of report
Feb 8, 2017
Accepted (ET)
Feb 10, 2017 · 4:36 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001687187
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Feb 8, 2017 | A | 1,874,847 | $0.00 | A | 1,874,847 | D | |
| Common StockF5 | Feb 8, 2017 | S | 185,000 | $13.50 | D | 1,689,847 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy) | $5.34 | Feb 8, 2017 | A | 468,712 | A | Feb 8, 2017 | Aug 31, 2026 | Common Stock | 468,712 | 468,712 | D |
Explanation of responses
- F1Immediately prior to the closing of Ramaco Resources, Inc.'s (the "Issuer") initial public offering, and pursuant to the Master Reorganization Agreement dated as of Ferbuary 1, 2017 by and among Ramaco Development, LLC ("Ramaco Development"), the Issuer, Ramaco Merger Sub, LLC, a wholly owned subisiary of the Issuer ("Merger Sub"), and the other parties thereto, (i) the preferred units in Ramaco Development were converted into common units ("Units"),
- F2(Continued from footnote (1)) (ii) Ramaco Development merged into Merger Sub, and certain existing owners received, as consideration in the merger, shares of the Issuer's common stock, with such shares of common stock allocated among the existing owners pro rata based on their relative ownership of Units, and (iii) the outstanding and unexercised options granted pursuant to Ramaco Development's 2016 Membership Unit Option Plan were converted into options to purchase shares of the Issuer's common stock under the Issuer's long-term incentive plan.
- F3As a result of the transactions described in footnotes (1) and (2), Ramaco Development became a wholly owned subsidiary of the Issuer. Pursuant to the transactions described in footnotes (1) and (2), Mr. Bauersachs received 1,874,847 shares of the Issuer's common stock as consideration based on his relative ownership of Units.
- F4Mr. Bauersachs sold 185,000 shares of the Issuer's common stock as a selling shareholder in the initial public offering, pursuant to a registration statement on Form S-1, as amended, initially filed by the Issuer on December 29, 2016.
- F5This amount represents the offering price per share of the Issuer's common stock to the public and does not reflect the underwriting discounts and commission of $0.945 per share.
- F6As a result of the transactions described in footnotes (1) and (2), Mr. Bauersachs received 468,712 vested stock options granted under the Ramaco Resources, Inc. Long-Term Incentive Plan to purchase shares of the Issuer's common stock in exchange for his outstanding and unexercised vested unit options to purchase units of Ramaco Development, which were originally granted under the Ramaco Development 2016 Membership Unit Option Plan.
Remarks
Director, President and Chief Executive Officer