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*
ENERGY CORP OF AMERICA

(Last) (First) (Middle)
4643 SOUTH ULSTER STREET, SUITE 1100

(Street)
DENVER CO 80237

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ECA Marcellus Trust I [ ECT ]
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)
03/19/2013
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 Units 03/15/2013 J 24,667(1) A $18.31(1) 4,144,176 D
Common Units 03/15/2013 J 52,338(2) A $17.26(2) 4,197,064 D
Common Units 03/19/2013 J 1,288,456(3) D $16.56(4) 2,908,608 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Subordinated Units (5)(6) 12/31/2012 J 3,957,527(5) (5)(6) (5)(6) Common Units 3,957,527 (5)(6) 0 D
Explanation of Responses:
1. This line item is included in reference to the acquisition by ECA (the "Company") of common units ("ECT Common Units") of ECA Marcellus Trust I ("ECT") valued at $18.31 pursuant to a private agreement.
2. This line item is included in reference to the acquisition by the Company of ECT Common Units valued at $17.26 pursuant to a private agreement.
3. On March 19, 2013, Company disposed of 1,288,456 ECT Common Units as a result of its offer to exchange up to 3,197,385 outstanding depositary units of Eastern American Natural Gas Trust for up to 4,120,059 outstanding ECT Common Units (the "Offer") upon the terms and conditions set forth in the prospectus (the "Prospectus"), dated and filed with the Securities and Exchange Commission (the "SEC") on February 13, 2013 (File No. 333-185397), and the accompanying letter of transmittal included as an exhibit to the Tender Offer Statement on Schedule TO filed by the Company with the SEC on February 13, 2013 (File No. 005-81162), as amended. The Offer expired on March 13, 2013 and settled on March 19, 2013.
4. This amount represents the final calculated per-unit value of ECT Common Units utilized to calculate the final exchange ratio for the Offer and was determined, pursuant to the terms and conditions of the Offer, based on the volume weighted average trading prices of ECT Common Units for the 10-day period ending on March 11, 2013, the 18th business day following commencement of the Offer.
5. This line item is included in reference to the conversion of subordinated units of ECT (the "ECT Subordinated Units") into ECT Common Units, which conversion occurred automatically on December 31, 2012 as a result of ECA's completion of its drilling obligation to ECT during the fourth quarter of 2011 pursuant to the terms of the Development Agreement, dated July 7, 2010, between Energy Corporation of America and The Bank of New York Mellon Trust Company, N.A., included as an exhibit to ECT's Current Report on Form 8-K filed with the SEC on July 13, 2010.
6. Pursuant to Section 3.15 of ECT's Amended and Restated Trust Agreement, dated July 7, 2010, among ECA, The Bank of New York Mellon Trust Company, N.A. and Corporation Trust Company, included as an exhibit to ECT's Current Report on Form 8-K filed with the SEC on July 13, 2010, all units of ECT began sharing in all cash distributions on a pro rata basis following the distribution payable with respect to the proceeds for the fourth quarter of 2012, which was paid on or before February 28, 2013. For a detailed description of the conversion of the ECT Subordinated Units into ECT Common Units, please see the section captioned "ECT's Distribution Policy" in the Prospectus and "Item 1. Business-General" in ECT's Annual Report on Form 10-K, filed with the SEC on March 15, 2013.
Energy Corporation of America By /s/ Donald C. Supcoe, Executive Vice President & General Counsel 03/19/2013
** Signature of Reporting Person Date
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