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^*

LEHMAN BROTHERS HOLDINGS INC

(Last)

(First)

(Middle)

745 SEVENTH AVENUE

NEW YORK

(Street)

NEW YORK

10019

(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)
03/17/2004

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

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

X	Form filed by One Reporting Person
	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 $0.01	03/17/2004		S		10,267,169	D	$45	3,500	I	See footnote⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

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)

Explanation of Responses:

1. This form is a joint filing with the following affiliates of the Reporting Person: Lehman Brothers Inc., a Delaware corporation (?LBI?) LB I Group Inc., a Delaware corporation (?LB I Group?) Lehman Brothers MBG Partners 1999 (A) L.P., a Delaware limited partnership (?MBG 1999 (A)?) Lehman Brothers MBG Partners 1999 (B) L.P., a Delaware limited partnership (?MBG 1999 (B)?) Lehman Brothers MBG Partners 1999 (C) L.P., a Delaware limited partnership (?MBG 1999 (C)?) Lehman Brothers Capital Partners IV, L.P., a Delaware limited partnership (?Capital Partners IV?) Lehman Brothers Capital Partners III, L.P., a Delaware limited partnership (?Capital Partners III?) Lehman Brothers Merchant Banking Partners II Inc., a Delaware corporation (?LB MBP II Inc.?) Lehman Brothers Merchant Banking Partners II L.P., a Delaware limited partnership (?LB MBP II?) Lehman Brothers Offshore Partners II Ltd., a Bermuda corporation (?LB Offshore II Ltd.?)

2. Lehman Brothers Offshore Investment Partners II L.P., a Bermuda limited partnership (?LB OIP II?) LBI is a wholly-owned subsidiary of Holdings and the direct 100% parent of LB I Group. LB I Group is a wholly-owned subsidiary of LBI and is the general partner of Capital Partners IV, MBG 1999 (A), MBG 1999 (B) and MBG 1999 (C). MBG 1999 (A) is a limited partnership, the general partner of which is LB I Group. MBG 1999 (B) is a limited partnership, the general partner of which is LB I Group. MBG 1999 (C) is a limited partnership, the general partner of which is LB I Group.

3. Capital Partners IV is a limited partnership, the general partner of which is LB I Group. Capital Partners III is a limited partnership, the general partner of which is Holdings. LB MBP II Inc. is a wholly-owned subsidiary of Holdings and the general partner of LB MBP II and a General partner of LB OIP II. LB MBP II is a limited partnership, the general partner of which is LB MBP II Inc. LB Offshore II Ltd. is a wholly-owned subsidiary of Holdings and a general partner of LB OIP II. LB OIP II is a limited partnership, the general partners of which are LB Offshore II Ltd. and LB MBP II Inc.

4. LB I Group, MBG 1999 (A), MBG 1999 (B), MBG 1999 (C), Capital Partners III, Capital Partenrs IV, LB MBP II and LB OIP II were the actual owners of the shares sold. LBI is the actual owner of the remaining shares reported herein. Under the rules and regulations of the Securities and Exchange Commission, the Reporting Person may be deemed to be the beneficial owner of the shares owned by LBI.

Remarks:

JOINT FILER INFORMATION Title of Security: Common Stock Issuer & Ticker Symbol: Peabody Energy Corp. (BTU) Designated Filer: Lehman Brothers Holdings Inc. Other Joint Filer(s): Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019 LB I Group Inc. 745 Seventh Avenue New York, New York 10019 Lehman Brothers MBG Partners 1999 (A) L.P. 745 Seventh Avenue New York, New York 10019 Lehman Brothers MBG Partners 1999 (B) L.P. 745 Seventh Avenue New York, New York 10019 Lehman Brothers MBG Partners 1999 (C) L.P. 745 Seventh Avenue New York, New York 10019 Lehman Brothers Capital Partners IV, L.P. 745 Seventh Avenue New York, New York 10019 Lehman Brothers Capital Partners III, L.P. 745 Seventh Avenue New York, New York 10019 Lehman Brothers Merchant Banking Partners II Inc. 745 Seventh Avenue New York, New York 10019 Lehman Brothers Merchant Banking Partners II L.P. 745 Seventh Avenue New York, New York 10019 Lehman Brothers Offshore Partners II Ltd. 745 Seventh Avenue New York, New York 10019 Lehman Brothers Offshore Investment Partners II L.P. 745 Seventh Avenue New York, New York 10019 Date of Event Requiring Statement: March 17, 2004 Signature on behalf Of other above filer: /s/ Barrett S. DiPaolo Vice President & Authorized Signatory

	/s/ Barrett S. DiPaolo	03/18/2004
	** 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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