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*
DISCOVERY CAPITAL MANAGEMENT, LLC / CT

(Last) (First) (Middle)
20 MARSHALL STREET
SUITE 310

(Street)
SOUTH NORWALK CT 06854

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PEABODY ENERGY CORP [ BTU ]
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)
04/03/2017
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)
Code V Amount (A) or (D) Price
Common Stock, $0.01 par value 04/03/2017 C 7,192,536 A $0 14,192,991 I See Footnote(1)
Common Stock, $0.01 par value 04/03/2017 C 7,445,754 A $0 12,444,728 I See Footnote(2)
Common Stock, $0.01 par value 04/05/2017 X 870,363 A $0.01 15,063,354 I See Footnote(1)
Common Stock, $0.01 par value 04/05/2017 X 600,774 A $0.01 13,045,502 I See Footnote(2)
Common Stock, $0.01 par value 04/05/2017 S(4) 320 D $27.25 15,063,034 I See Footnote(1)
Common Stock, $0.01 par value 04/05/2017 S(5) 220 D $27.25 13,045,282 I See Footnote(2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock (3) 04/03/2017 C 3,641,992 04/03/2017 (3) Common Stock, $0.01 par value 7,192,536 $0 0 I See Footnote(1)
Series A Convertible Preferred Stock (3) 04/03/2017 C 3,770,211 04/03/2017 (3) Common Stock, $0.01 par value 7,445,754 $0 0 I See Footnote(2)
Warrant $0.01 04/05/2017 X 870,363 04/03/2017 07/03/2017 Common Stock, $0.01 par value 870,363 $0 0 I See Footnote(1)
Warrant $0.01 04/05/2017 X 600,774 04/03/2017 07/03/2017 Common Stock, $0.01 par value 600,774 $0 0 I See Footnote(2)
1. Name and Address of Reporting Person*
DISCOVERY CAPITAL MANAGEMENT, LLC / CT

(Last) (First) (Middle)
20 MARSHALL STREET
SUITE 310

(Street)
SOUTH NORWALK CT 06854

(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*
Citrone Robert K.

(Last) (First) (Middle)
C/O DISCOVERY CAPITAL MANAGEMENT, LLC
20 MARSHALL STREET, SUITE 310

(Street)
SOUTH NORWALK CT 06854

(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*
Discovery Global Opportunity Partners, L.P.

(Last) (First) (Middle)
C/O DISCOVERY CAPITAL MANAGEMENT, LLC
20 MARSHALL STREET, SUITE 310

(Street)
SOUTH NORWALK CT 06854

(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. The securities are held in the accounts of various clients of Discovery Capital Management, LLC ("Discovery") and may be deemed to be beneficially owned by Discovery, as the investment manager to such clients, and Robert K. Citrone, as the managing member of Discovery.
2. The securities are held in the account of Discovery Global Opportunity Partners, LP (the "Fund") and may be deemed to be beneficially owned by Discovery, as the general partner of the Fund, and Robert K. Citrone, as the managing member of Discovery.
3. The Series A Convertible Preferred Stock has no expiration date and is convertible at a price of $16.25 per share, subject to adjustment as set forth in the Certificate of Designation attached as Exhibit 3.2 to the Issuer's Form 8-K filed on April 3, 2017. Each share of Series A Convertible Preferred Stock converted to approximately 1.975 shares of Common Stock, $0.01 par value.
4. On April 5, 2017, the Reporting Person exercised Warrants to purchase 870,363 shares of Common Stock, $0.01 par value. The Reporting Person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 320 shares to pay the exercise price and issuing the Reporting Person the remaining 870,043 shares.
5. On April 5, 2017, the Reporting Person exercised Warrants to purchase 600,774 shares of Common Stock, $0.01 par value. The Reporting Person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 220 shares to pay the exercise price and issuing the Reporting Person the remaining 600,554 shares.
Remarks:
Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
Discovery Capital Management, LLC, By: /s/ Robert K. Citrone, Managing Member 04/05/2017
By: /s/ Robert K. Citrone, Managing Member 04/05/2017
Discovery Global Opportunity Partners, LP, By: Discovery Capital Management, LLC, its general partner, By: /s/ Robert K. Citrone, Managing Member 04/05/2017
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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