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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
ACCIPITER CAPITAL MANAGEMENT, LLC

(Last) (First) (Middle)
3801 PGA BLVD.
SUITE 600

(Street)
PALM BEACH GARDENS FL 33408

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Foresight Energy LP [ FELP ]
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)
12/29/2015
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 Units (1) (2) 12/29/2015 P 48,098 A $2.89 (5) 3,564,278 I By Accipiter Life Sciences Fund, LP (3)
Common Units (1) (2) 12/29/2015 P 44,324 A $2.89 (5) 4,740,572 I By Accipiter Life Sciences Fund (Offshore), Ltd. (4)
Common Units (1) (2) 12/30/2015 P 50,568 A $2.86 (6) 3,614,846 I By Accipiter Life Sciences Fund, LP (3)
Common Units (1) (2) 12/30/2015 P 46,601 A $2.86 (6) 4,787,173 I By Accipiter Life Sciences Fund (Offshore), Ltd. (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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
ACCIPITER CAPITAL MANAGEMENT, LLC

(Last) (First) (Middle)
3801 PGA BLVD.
SUITE 600

(Street)
PALM BEACH GARDENS FL 33408

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ACCIPITER LIFE SCIENCES FUND LP

(Last) (First) (Middle)
C/O CANDENS SERVICES, INC.
525 WASHINGTON BLVD., 33RD FLOOR

(Street)
JERSEY CITY NJ 07310

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ACCIPITER LIFE SCIENCES FUND OFFSHORE LTD

(Last) (First) (Middle)
C/O CANDENS SERVICES, INC.
525 WASHINGTON BLVD., 33RD FLOOR

(Street)
JERSEY CITY NJ 07310

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Candens Capital LLC

(Last) (First) (Middle)
3801 PGA BLVD.
SUITE 600

(Street)
PALM BEACH GARDENS FL 33408

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HOFFMAN GABE

(Last) (First) (Middle)
3801 PGA BLVD.
SUITE 600

(Street)
PALM BEACH GARDENS FL 33408

(City) (State) (Zip)
Explanation of Responses:
1. This Form 4 is filed jointly by Accipiter Life Sciences Fund, LP ("ALS Fund"), Accipiter Life Sciences Fund (Offshore), Ltd. ("ALS Offshore"), Accipiter Capital Management, LLC ("Accipiter Management"), Candens Capital, LLC ("Candens Capital"), and Gabe Hoffman (collectively, the "Reporting Persons").
2. Each Reporting Person may be deemed to be a member of a group that owns more than 10% of the Issuer's outstanding Common Units. Each Reporting Person disclaims beneficial ownership of the Common Units reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such Common Units for purposes of Section 16 or for any other purpose.
3. Common Units directly owned by ALS Fund. Accipiter Management, as the investment manager of ALS Fund, may be deemed to be the beneficial owner of the Common Units directly owned by ALS Fund. Each of Candens Capital, as the general partner of ALS Fund, and Mr. Hoffman, as the managing member of each of Candens Capital and Accipiter Management, may be deemed to be the beneficial owner of the Common Units directly owned by ALS Fund.
4. Common Units directly owned by ALS Offshore. Accipiter Management, as the investment manager of ALS Offshore, may be deemed to be the beneficial owner of the Common Units directly owned by ALS Offshore. Mr. Hoffman, as the managing member of Accipiter Management, may be deemed to be the beneficial owner of the Common Units directly owned by ALS Offshore.
5. The price reported in Column 4 is a weighted average price. These Common Units were purchased in multiple transactions at prices ranging from $2.81 to $2.98. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Common Units purchased at each separate price within the ranges set forth in footnotes 5 and 6 to this Form 4.
6. The price reported in Column 4 is a weighted average price. These Common Units were purchased in multiple transactions at prices ranging from $2.745 to $2.93. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Common Units purchased at each separate price within the ranges set forth in footnotes 5 and 6 to this Form 4.
Accipiter Capital Management, LLC; By: /s/ Gabe Hoffman, Managing Member 12/30/2015
Accipiter Life Sciences Fund, LP; By: Candens Capital, LLC; By: /s/ Gabe Hoffman, Managing Member 12/30/2015
Accipiter Life Sciences Fund (Offshore), Ltd.; By: Accipiter Capital Management, LLC; By: /s/ Gabe Hoffman, Managing Member 12/30/2015
Candens Capital, LLC; By: /s/ Gabe Hoffman, Managing Member 12/30/2015
/s/ Gabe Hoffman 12/30/2015
** 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.