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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CONSOL Energy Inc [ CNX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/24/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 shares, $0.01 per share | 05/24/2013 | P | 50(1) | A | $35.7584 | 19,484 | D | |||
Common shares, $0.01 per share | 05/24/2013 | A | 14(2) | A | $0 | 19,498 | D | |||
Common shares, $0.01 per share | 06/01/2013 | S | 851(3) | D | $34.74 | 18,647 | D | |||
Common shares, $0.01 per share | 08/23/2013 | P | 60(1)(4) | A | $33.8501 | 18,707 | D | |||
Common shares, $0.01 per share | 08/23/2013 | A | 5(2) | A | $0 | 18,712 | D | |||
Common shares, $0.01 per share | 12/04/2013 | P | 55(1)(5) | A | $36.8932 | 18,767 | D | |||
Common shares, $0.01 per share | 12/04/2013 | A | 5(2) | A | $0 | 18,772 | D | |||
Common shares, $0.01 per share | 01/26/2014 | S | 181(3)(4) | D | $37.25 | 18,591 | D | |||
Common shares, $0.01 per share | 01/31/2014 | A | 3,347(6) | A | $0 | 21,938 | D | |||
Common shares, $0.01 per share | 02/23/2014 | S | 139(3)(5)(7) | D | $40.3 | 21,799 | D | |||
Common shares, $0.01 per share | 02/28/2014 | P | 26(1)(7) | A | $39.8135 | 21,825 | D | |||
Common shares, $0.01 per share | 02/28/2014 | A | 5(2) | A | $0 | 21,830 | D | |||
Common shares, $0.01 per share | 03/07/2014 | M | 2,500 | A | $15.39 | 24,330 | D | |||
Common shares, $0.01 per share | 03/07/2014 | S | 2,500 | D | $40.073 | 21,830 | D | |||
Common shares, $0.01 per share | 05/30/2014 | P | 24(1) | A | $44.5231 | 21,854 | D | |||
Common shares, $0.01 per share | 05/30/2014 | A | 4(2) | A | $0 | 21,858 | D | |||
Common shares, $0.01 per share | 09/02/2014 | P | 26(1) | A | $40.1949 | 21,884 | D | |||
Common shares, $0.01 per share | 09/02/2014 | A | 5(2) | A | $0 | 21,889 | D | |||
Common shares, $0.01 per share | 12/03/2014 | P | 28(1) | A | $37.8331 | 21,917 | D | |||
Common Shares, $0.01 per share | 12/03/2014 | A | 5(2) | A | $0 | 21,922 | D | |||
Common Shares, $0.01 per share | 01/26/2015 | S | 218(3)(10) | D | $31.05 | 21,704 | D | |||
Common Shares, $0.01 per share | 01/30/2015 | A | 1,728(6) | A | $0 | 23,432 | D | |||
Common Shares, $0.01 per share | 01/31/2015 | S | 343(3) | D | $28.95 | 23,089 | D | |||
Common Shares, $0.01 per share | 03/06/2015 | P | 37(1)(10) | A | $30.3587 | 23,126 | D | |||
Common Shares, $0.01 per share | 03/06/2015 | A | 6(2) | A | $0 | 23,132 | D | |||
Common Shares, $0.01 per share | 04/30/2015 | M | 1,976 | A | $22.75 | 25,108 | D | |||
Common Shares, $0.01 per share | 04/30/2015 | S | 1,976 | D | $30.5983 | 23,132(11) | D | |||
Common Shares, $0.01 per share | 1,697 | I | By 401(k) Plan |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Stock Option (right to buy) | $15.39 | 03/07/2014 | M | 2,500 | (8) | 04/27/2014 | Common Shares, $0.01 per share | 2,500 | $0 | 0 | D | ||||
Stock Option (right to buy) | $22.75 | 04/30/2015 | M | 1,976 | (9) | 05/03/2015 | Common Shares, par value $0.01 per share | 1,976 | $0 | 0 | D |
Explanation of Responses: |
1. Represents shares of Company common stock acquired through a dividend reinvestment plan implemented by the reporting person. |
2. Represents dividend equivalent rights earned under the Equity Incentive Plan as part of a grant of restricted stock units. |
3. Represents shares withheld to satisfy the reporting person's tax liability resulting from the vesting of restricted stock units previously granted to her. |
4. The reporting person's purchase of CONSOL Energy Inc. (the "Company") common stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act:"), to the extent of 60 shares, with the reporting person's sale of shares of the Company's common stock on January 26, 2014. The reporting person has made arrangements with the Company to disgorge to the Company $204.11, which represents the full amount of profit calculated in connection with the transactions. |
5. The reporting person's purchase of the Company's common stock reported herein was matchable under Section 16(b) of the Exchange Act, to the extent of 55 shares, with the reporting person's sale of 139 shares of the Company's common stock at a price of $40.30 per share on February 23, 2014. The reporting person has made arrangements with the Company to disgorge to the Company $188.31, which represents the full amount of profit calculated in connection with the transactions. |
6. Grant of restricted stock units, which vest annually in equal installments over a period of three years, under the Company's Equity Incentive Plan. |
7. The reporting person's purchase of the Company's common stock reported herein was matchable under Section 16(b) of the Exchange Act, to the extent of 26 shares, with the reporting person's sale of shares of the Company's common stock on February 23, 2014. The reporting person has made arrangements with the Company to disgorge to the Company $12.80, which represents the full amount of profit calculated in connection with the transactions. |
8. The option vested in four equal installments on April 27, 2005, 2006, 2007 and 2008. |
9. The option vested in four equal installments on May 3, 2006, 2007, 2008 and 2009. |
10. The reporting person's purchase of the Company's common stock reported herein was matchable under Section 16(b) of the Exchange Act, to the extent of 37 shares, with the reporting person's sale of shares of the Company's common stock on January 26, 2015. The reporting person has made arrangements with the Company to disgorge to the Company $25.97, which represents the full amount of profit calculated in connection with the transactions. |
11. Of the 23,132 shares owned directly, 3,977 are restricted stock units (including divdend equivalend rights). |
Remarks: |
This Form 4 was inadvertently filed late due to a misunderstanding about whether the reporting person was considered to be an "officer" for reporting purposes pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, since CONSOL Energy Inc. (the "Company") had determined that the reporting person was not considered to be an "executive officer" for reporting purposes pursuant to Item 401(b) of Regulation S-K under the Securities Act of 1933, as amended. This Form 4 has been filed in conjunction with a Form 3 report filed by the reporting person, and reflects all reportable transactions undertaken by the reporting person from March 1, 2013, the date she was appointed as the Company's principal accounting officer, and the current date. |
/s/ Lorraine L. Ritter by Stephanie L. Gill, her attorney-in-fact | 05/26/2015 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |