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*
ArcLight PEF GP II, LLC

(Last) (First) (Middle)
200 CLARENDON STREET
55TH FLOOR

(Street)
BOSTON MA 02117

(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 X 10% Owner
Officer (give title below) X Other (specify below)
See Footnote 2 Below
3. Date of Earliest Transaction (Month/Day/Year)
01/29/2010
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)
Code V Amount (A) or (D) Price
Common Stock 01/29/2010 J(1) 42,469 D $18.01 5,826,141(2) I See Footnote(2)
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
Explanation of Responses:
1. The shares were transferred pursuant to a letter agreement (as amended, the "Letter Agreement"), which provided that certain persons including ArcLight Energy Fund I, L.P. and ArcLight Energy Fund II, L.P. would transfer to Mr. Paul Vining shares of common stock in an amount determined as set forth in the Letter Agreement. The foregoing discussion of the Letter Agreement is not intended to be a complete statement of all of the material terms thereof and is qualified in its entirety by the Letter Agreement filed as Exhibit 10.1 to Patriot Coal Corporation's quarterly report on Form 10-Q filed on August 7, 2009 (File No. 001-33466).
2. The Reporting Person may be deemed a member of a group beneficially owning 10% or more of the common stock of the Issuer within the meaning of Section 13(d) of the Securities Exchange Act of 1934. The Reporting Person disclaims beneficial ownership of all securities other than those held by ArcLight Energy Fund II, L.P. for which the Reporting Person acts as general partner, and this report shall not be deemed an admission that such a group exists or that the Reporting Person is the beneficial owner of the securities of such group for purposes of Section 16 or for any other purpose.
Remarks:
ArcLight PEF GP II, LLC By: ArcLight Capital Holdings, LLC, its Manager /s/ Daniel R. Revers, Manager 02/04/2010
** 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).
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