SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GENDELL JEFFREY L ET AL

(Last)

(First)

(Middle)

55 RAILROAD AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WESTMORELAND COAL Co [ WLB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $2.50 per share	02/04/2011		J⁽²⁾		98,080⁽²⁾	D⁽²⁾	$0⁽²⁾	1,403,761⁽²⁾	I	See Footnotes⁽¹⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock, par value $2.50 per share	02/04/2011		J⁽²⁾		98,080⁽²⁾	A⁽²⁾	$0⁽²⁾	1,403,761⁽²⁾	I	See Footnotes⁽¹⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock, par value $2.50 per share	02/04/2011		J⁽²⁾		86,193⁽²⁾	D⁽²⁾	$0⁽²⁾	1,403,761⁽²⁾	I	See Footnotes⁽¹⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock, par value $2.50 per share	02/04/2011		J⁽²⁾		86,193⁽²⁾	A⁽²⁾	$0⁽²⁾	1,403,761⁽²⁾	I	See Footnotes⁽¹⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock, par value $2.50 per share	02/04/2011		C		938,973⁽⁵⁾	A⁽⁵⁾	$0⁽⁵⁾	2,342,734⁽⁵⁾	I	See Footnotes⁽¹⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock, par value $2.50 per share	02/04/2011		C		938,973⁽⁵⁾	A⁽⁵⁾	$0⁽⁵⁾	3,281,707⁽⁵⁾⁽⁶⁾	I	See Footnotes⁽¹⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Senior Secured Convertible Note	$10⁽³⁾⁽⁴⁾	02/04/2011		J⁽³⁾⁽⁴⁾			$7,981,271⁽³⁾⁽⁴⁾	03/04/2008	03/04/2013	Common Stock	798,127⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	$0⁽³⁾⁽⁴⁾	D
Senior Secured Convertible Note	$10⁽³⁾⁽⁴⁾	02/04/2011		J⁽³⁾⁽⁴⁾			$7,981,271⁽³⁾⁽⁴⁾	03/04/2008	03/04/2013	Common Stock	798,127⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	$0⁽³⁾⁽⁴⁾	D
Senior Secured Convertible Note	$8.5⁽³⁾⁽⁴⁾	02/04/2011		J⁽³⁾⁽⁴⁾		$7,981,271⁽³⁾⁽⁴⁾		03/04/2008	03/04/2013	Common Stock	938,973⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	$7,981,271⁽³⁾⁽⁴⁾	D
Senior Secured Convertible Note	$8.5⁽³⁾⁽⁴⁾	02/04/2011		J⁽³⁾⁽⁴⁾		$7,981,271⁽³⁾⁽⁴⁾		03/04/2008	03/04/2013	Common Stock	938,973⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	$7,981,271⁽³⁾⁽⁴⁾	D
Senior Secured Convertible Note	$8.5⁽⁵⁾	02/04/2011		C			$7,981,271⁽⁵⁾	03/04/2008	03/04/2013	Common Stock	938,973⁽⁵⁾	$0	$0	D
Senior Secured Convertible Note	$8.5⁽⁵⁾	02/04/2011		C			$7,981,271⁽⁵⁾	03/04/2008	03/04/2013	Common Stock	938,973⁽⁵⁾	$0	$0	D

1. Name and Address of Reporting Person^*

GENDELL JEFFREY L ET AL

(Last)

(First)

(Middle)

55 RAILROAD AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

TONTINE CAPITAL PARTNERS L P

(Last)

(First)

(Middle)

55 RAILROAD AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

TONTINE CAPITAL MANAGEMENT LLC

(Last)

(First)

(Middle)

55 RAILROAD AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

TONTINE PARTNERS L P

(Last)

(First)

(Middle)

55 RAILROAD AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

TONTINE MANAGEMENT LLC

(Last)

(First)

(Middle)

55 RAILROAD AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

TONTINE OVERSEAS ASSOCIATES LLC

(Last)

(First)

(Middle)

55 RAILROAD AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

TONTINE CAPITAL OVERSEAS MASTER FUND II, L.P.

(Last)

(First)

(Middle)

55 RAILROAD AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

TONTINE ASSET ASSOCIATES, L.L.C.

(Last)

(First)

(Middle)

55 RAILROAD AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. This report is filed jointly by Tontine Capital Partners, L.P., a Delaware limited partnership ("TCP"), Tontine Capital Management, L.L.C., a Delaware limited liability company ("TCM"), Tontine Partners, L.P., a Delaware limited partnership ("TP"), Tontine Management, L.L.C., a Delaware limited liability company ("TM"), Tontine Overseas Associates, L.L.C., a Delaware limited liability company ("TOA"), Tontine Capital Overseas Master Fund II, L.P., a Cayman Islands limited partnership ("TCP 2"), Tontine Asset Associates, L.L.C., a Delaware limited liability company ("TAA") and Jeffrey L. Gendell ("Mr. Gendell"). Mr. Gendell is the managing member of: (a) TCM, the general partner of TCP; (b) TM, the general partner of TP; (c) TOA, the investment advisor to Tontine Overseas Fund, Ltd., a Cayman Islands exempted company ("TOF") and (c) TAA, the general partner of TCP 2.

2. On February 04, 2011, TOF distributed 98,080 shares of Common Stock to TOA and 86,193 shares of Common Stock to TCP 2. These shares were distributed to TOA and TCP 2 in connection with the ongoing wind-down of TOF.

3. The conversion price of each of the senior secured convertible notes (each, a "Note") held by TCP and TP was initially $10.00 per share of Common Stock, with each Note being convertible into a number of shares of Common Stock equal to the quotient obtained by dividing the principal amount of the Notes to be converted (including all accrued and unpaid interest) by the conversion price, provided that if that calculation resulted in the aggregate number of shares of Common Stock to be issued in connection with all such conversions exceeding 19.9% of the number of shares of Common Stock outstanding at the time the Notes were acquired, the principal amount of the Notes resulting in such excess amounts would instead be paid in cash.

4. On January 5, 2011, the Issuer, TCP, TP, and Tontine Capital Associates, L.P as collateral agent entered into an Amendment to Senior Convertible Note Purchase Agreement (the "Amendment"), which became effective as of February 4, 2011. Pursuant to the Amendment, the conversion price of $15,962,541 of aggregate principal amount of the Notes was reduced to $8.50 per share, and each of TCP and TP agreed to the conversion of $7,981,271 in principal amount of the Notes into 938,973 shares of Common Stock at the amended conversion price of $8.50 per share.

5. On February 4, 2011, $7,981,271 of the principal amount of the Note held by each of TCP and TP (including interest previously paid in kind by increasing the principal amount of the Note) was converted into shares of Common Stock. The conversion price for each Note was $8.50 per share, resulting in 938,973 shares of Common Stock being issued to TCP and 938,973 shares of Common Stock being issued to TP. The remaining principal and all accrued interest of each Note was paid in cash by the Issuer.

6. TM, TOF and TAA directly own 0 shares of Common Stock, TCP directly owns 938,973 shares of Common Stock, TCM directly owns 70,000 shares of Common Stock, TP directly owns 1,445,696 shares of Common Stock, TOA directly owns 98,080 shares of Common Stock, TCP 2 directly owns 179,958 shares of Common Stock and Mr. Gendell directly owns 549,000 shares of Common Stock.

7. All of the foregoing securities may be deemed to be beneficially owned by Mr. Gendell. The foregoing securities held by TCP may be deemed to be beneficially owned by TCM. The foregoing securities held by TP may be deemed to be beneficially owned by TM. The securities distributed by TOF may be deemed to have been beneficially owned by TOA. The foregoing securities held by TCP 2 may be deemed to be beneficially owned by TAA.

8. Mr. Gendell disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by Mr. Gendell or representing Mr. Gendell's pro rata interest in, and interest in the profits of, TCM, TCP, TP, TM, TOA, TOF, TCP 2 and TAA. TCM disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TCM or representing TCM's pro rata interest in, and interest in the profits of, TCP. TM disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TM or representing TM's pro rata interest in, and interest in the profits of, TP.

9. TOA disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TOA or representing TOA's pro rata interest in, and interest in the profits of, TOF. TAA disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TAA or representing TAA's pro rata interest in, and interest in the profits of, TCP 2.

	Tontine Capital Partners, L.P., By: its General Partner, Tontine Capital Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell	02/07/2011
	Tontine Capital Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell	02/07/2011
	Tontine Partners, L.P., By: its General Partner, Tontine Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell	02/07/2011
	Tontine Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell	02/07/2011
	Tontine Overseas Associates, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell	02/07/2011
	Tontine Capital Overseas Master Fund II, L.P. By: its General Partner, Tontine Asset Associates, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell	02/07/2011
	Tontine Asset Associates, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell	02/07/2011
	/s/ Jeffrey L. Gendell	02/07/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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