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^*

Vining Paul H

(Last)

(First)

(Middle)

12312 OLIVE BOULEVARD

SUITE 400

(Street)

ST. LOUIS

63141

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Patriot Coal CORP [ PCX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and COO

3. Date of Earliest Transaction (Month/Day/Year)
07/23/2008

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⁽¹⁾	07/23/2008		J		73,469	A	$0.00	73,469	D
Common Stock⁽²⁾	07/23/2008		A		10,098	A	$0.00	83,567	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)
Non-qualified Stock Option (right to buy)	$118.83	07/23/2008		A		40,319		⁽³⁾	10/31/2017	Common Stock	40,319	$0.00	40,319	D
Restricted Stock Unit	$0.00	07/23/2008		A		41,025		⁽⁴⁾	⁽⁵⁾	Common Stock	41,025	$0.00	41,025	D

Explanation of Responses:

1. Shares were received by the receiving person as consideration under the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 2, 2008, among Patriot, Magnum, Colt Merger Corporation, and ArcLight Energy Partners Fund I, L.P. and ArcLight Energy Partners Fund II, L.P., acting jointly as the Stockholder Representative.

2. The reporting person has received an award of restricted common stock under the Patriot Coal Corporation (the "Company") 2007 Long-Term Equity Incentive Plan (the "Plan"). The restricted stock will fully vest on the third anniversary of the grant date, or earlier if the reporting person terminates employment with the Company because of death or disability, or if a change in control occurs. Any unvested restricted stock will be forfeited if the reporting person terminates employment with the Company for any reason other that death or disability prior to the third anniversary of the grant date.

3. The reporting person has received an award of non-qualified stock options under the Plan. The stock options will be 50% exercisable on the fifth anniversary of October 31, 2007 (the "Spin-Off Date"), 75% exercisable on the sixth anniversary of the Spin-Off Date and 100% exercisable on the seventh anniversary of the Spin-Off Date, or earlier if the reporting person terminates employment with Patriot because of death or disability, or if a change in control occurs. Any part of the stock options that are not exercisable will be terminated if a grantee terminates employment with Patriot for any reason other than death or disability prior to the time such stock options have become vested and exercisable. No stock options can be exercised after October 31, 2017, but the ability to exercise the stock options may terminate sooner upon the occurrence of certain events.

4. The reporting person has received an award of restricted stock units (the "RSUs") under the Plan. 16,410 RSUs will vest over time, and will be 50% vested on the fifth anniversary of the Spin-Off Date, 75% vested on the sixth anniversary of the Spin-Off Date and 100% vested on the seventh anniversary of the Spin-Off Date (or earlier if a reporting person terminates employment with the Company because of death or disability, or if a change in control occurs), and 24,615 RSUs will vest based upon the Company's financial performance, and will vest according to a formula described in the award agreement, the results of which are calculated on the December 31 following the fifth, sixth and seventh anniversaries of the Spin-Off Date. All unvested RSUs will be forfeited if the reporting person terminates employment with the Company for any reason other than death or disability.

5. The reporting person has received an award of RSUs under the Plan. 16,410 RSUs will vest over time, and will be 50% vested on the fifth anniversary of the Spin-Off Date, 75% vested on the sixth anniversary of the Spin-Off Date and 100% vested on the seventh anniversary of the Spin-Off Date (or earlier if a reporting person terminates employment with the Company because of death or disability, or if a change in control occurs), and 24,615 RSUs will vest based upon the Company's financial performance, and will vest according to a formula described in the award agreement, the results of which are calculated on the December 31 following the fifth, sixth and seventh anniversaries of the Spin-Off Date. All unvested RSUs will be forfeited if the reporting person terminates employment with the Company for any reason other than death or disability.

Remarks:

	/s/ Rashda M. Buttar, attorney-in-fact for Paul H. Vining	07/24/2008
	** 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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