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^*

Groves Vaughn R

(Last)

(First)

(Middle)

ONE ALPHA PLACE

P.O. BOX 2345

(Street)

ABINGDON

24212

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Alpha Natural Resources, Inc./Old [ ANR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior VP, GC and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2009

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	07/31/2009		D		47,936⁽¹⁾	D	⁽²⁾	0	D

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)
Employee Stock Option (right to buy)	$12.73	07/31/2009		D			12,568	⁽³⁾	11/10/2014	Common Stock	12,568	⁽³⁾	0	D
Employee Stock Option (right to buy)	$19	07/31/2009		D			32,000	⁽⁴⁾	02/14/2015	Common Stock	32,000	⁽⁴⁾	0	D

Explanation of Responses:

1. This includes 35,418 shares of restricted stock.

2. Disposed of pursuant to the Agreement and Plan of Merger between Alpha Natural Resources, Inc. ("Alpha") and Foundation Coal Holdings, Inc. (which was renamed Alpha Natural Resources, Inc. in connection with the merger, "New Alpha"), dated May 11, 2009, in exchange for 12,518 shares of New Alpha common stock and 35,418 shares of New Alpha restricted stock, which restricted stock awards are subject to the same terms and conditions as their predecessor awards. On the effective date of the merger, the closing price of Alpha common stock was $33.31 per share, and the closing price of Foundation Coal Holdings, Inc. common stock was $35.93 per share.

3. This option, which provided for vesting of the 31,420 shares of Alpha common stock originally subject thereto in five equal annual installments beginning November 10, 2005, was assumed by New Alpha in the merger and replaced with an option to purchase 12,568 shares of New Alpha common stock (the number of shares which remained unexercised under the original option) with an exercise price of $12.73 per share.

4. This option, which provided for vesting of the 40,000 shares of Alpha common stock originally subject thereto in five equal annual installments beginning February 14, 2006, was assumed by New Alpha in the merger and replaced with an option to purchase 32,000 shares of New Alpha common stock (the number of shares which remained unexercised under the original option) with an exercise price of $19.00 per share.

Remarks:

	M. Robert Morrill, Attorney-in-Fact for Vaughn R. Groves	08/04/2009
	** 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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