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^*

HARVEY J BRETT

(Last)

(First)

(Middle)

1000 CONSOL ENERGY DRIVE

(Street)

CANONSBURG

15317

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CONSOL Energy Inc [ CNX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2012

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 shares, $0.01 par value per share	02/28/2012		A		132,663⁽¹⁾	A	$0	379,054	D
Common shares, $0.01 par value per share	02/28/2012		F		53,756⁽²⁾	D	$35.37	325,298⁽³⁾	D
Common shares, $0.01 par value per share								27,904	I	By 2010 GRAT
Common shares, $0.01 par value per share								50,457	I	By 2011 GRAT
Common shares, $0.01 par value per share								45,096	I	By 2012 GRAT
Common shares, $0.01 par value per share								2,000	I	By Spouse's Revocable Trust⁽⁴⁾
Common shares, $0.01 par value per share								9,481	I	By Trust for Daughter⁽⁵⁾
Common shares, $0.01 par value per share								9,481	I	By Trust for Daughter⁽⁵⁾
Common shares, $0.01 par value per share								9,481	I	By Trust for Son⁽⁵⁾
Common shares, $0.01 par value per share								44,594	I	By 401 (k) Plan⁽⁶⁾

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)
Stock Option (right to buy)	$45.05	02/28/2012		A		60,818		02/28/2012	06/15/2020	Common shares, $0.01 par value per share	60,818	$0	60,818⁽⁷⁾	D

Explanation of Responses:

1. Represents the vesting and settlement of performance share units previously granted to the reporting person under the Long Term Incentive Program for the 2009-2011 performance period.

2. Represents shares withheld to satisfy the reporting person's tax liability resulting from the vesting and settlement of performance share units previously granted herein.

3. Of the 325,298 shares owned directly, 29,424 are restricted stock units and deferred shares (including dividend equivalent rights).

4. Shares in Mrs. Harvey's Amended and Restated Revocable Trust, dated December 17, 2007, in which Mr. and Mrs. Harvey serve as Trustees.

5. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for the purposes of Section 16 or for any other purpose.

6. This number includes 142 shares acquired by the reporting person's 401 (k) account since February 22, 2012.

7. On June 15, 2010, the reporting person was granted an option to puchase up to 243,273 shares of common stock. The option generally vests in four annual installments based on the Issuer's achiement of certain performance criteria for each of the fiscal years ending December 31, 2010, 2011, 2012, and 2013. The performance criteria for 2011 were met, resulting in vesting of the option as to 60,818 shares. The total number of options vested since the grant date are 121,636.

	/s/ J. Brett Harvey by Stephanie Gill, his attorney-in-fact	03/01/2012
	** 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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