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
CNX Gas Corp [ CXG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/26/2010 | ||||||||||||||||||||||||||
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 par value per share | 05/26/2010 | S | 64,660(1) | D | $38.25 | 0 | D | |||
Common shares, $0.01 par value per share | 05/26/2010 | S | 23,750(1) | D | $38.25 | 0 | I | By the Philip W. Baxter Trust(2) |
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) | $28.5 | 05/26/2010 | D | 10,173(3) | (4) | 04/28/2016 | Common shares, $0.01 par value per share | 10,173(3) | $9.75(3) | 0 | D |
Explanation of Responses: |
1. These shares were tendered to CONSOL Energy Inc. ("CONSOL"), the parent company of CNX Gas Corporation (the "Issuer"), pursuant to CONSOL's offer to purchase all of the outstanding shares of the Issuer at a cash purchase price of $38.25 per share, pursuant to the terms and conditions set forth in the Offer to Purchase, dated April 28, 2010 (as amended and supplemented, the "Offer to Purchase") and in the related letter of transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Tender Offer"). Due to an administrative error, the prior Form 4 inadvertently included 3 additional shares, which the Reporting Person does not own. |
2. The reporting person is a trustee of the Philip W. Baxter Trust |
3. The shares underlying each of these options, which were vested in full at the closing of the Tender Offer, were cancelled in connection with the Tender Offer in exchange for the right to receive a cash payment equal to the number of shares of Issuer common stock underlying each such option multiplied by the product of $38.25 minus the exercise price per share of such option. |
4. The cancelled option vested in full on April 28, 2009. |
/s/ Philip W. Baxter by Stephanie Gill, his attorney-in-fact | 05/28/2010 | |
** 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. |