| 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
Patriot Coal CORP [ PCX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/05/2011 | ||||||||||||||||||||||||||
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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 Stock, par value of $0.01 per share | 01/05/2011 | P(1) | 400 | A | $21.45 | 663,075 | I | By Subsidiary(2) | ||
| Common Stock, par value of $0.01 per share | 01/06/2011 | S(3) | 100,000 | D | $22.54 | 563,075 | I | By Subsidiary(2) | ||
| Common Stock, par value of $0.01 per share | 01/06/2011 | S(3) | 100,000 | D | $22.44 | 463,075 | I | By Subsidiary(2) | ||
| Common Stock, par value of $0.01 per share | 01/06/2011 | S(3) | 100,000 | D | $22.41 | 363,075 | I | By Subsidiary(2) | ||
| Common Stock, par value of $0.01 per share | 01/06/2011 | S(3) | 52,225 | D | $22.38 | 310,850 | I | By Subsidiary(2) | ||
| Common Stock, par value of $0.01 per share | 01/07/2011 | S(3) | 100,000 | D | $22.75 | 210,850 | I | By Subsidiary(2) | ||
| Common Stock, par value of $0.01 per share | 01/07/2011 | S(3) | 100,000 | D | $22.48 | 110,850 | I | By Subsidiary(2) | ||
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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 | ||||||||
| Explanation of Responses: |
| 1. These transactions were executed by Citigroup Global Markets Inc. ("CGMI"). |
| 2. These shares of Common Stock are held by CGMI, Citigroup Global Markets Limited ("CGML"), Citibank, N.A. ("CNA") and Citigroup Alternative Investments LLC ("CAI"), each of which is an indirect wholly-owned subsidiary of the reporting person. Citigroup Global Markets Europe Limited ("CGMEL") is the sole stockholder of CGML. Citigroup Global Markets International LLC ("CGMIL") is the sole stockholder of CGMEL. Citigroup Financial Products Inc. ("CFP") is the sole stockholder of each of CGMI and CGMIL. Citigroup Global Markets Holdings Inc. ("CGMH") is the sole stockholder of CFP. Citicorp ("CHI") is the sole stockholder of CNA. Citigroup Investments Inc. ("CII") is the sole stockholder of CAI. Citigroup Inc. is the sole stockholder of each of CGMH, CHI and CII. |
| 3. These transactions were executed by CAI. |
| Remarks: |
| The reporting person may have been deemed to be 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 "Exchange Act"). Except as set forth herein, the reporting person disclaims beneficial ownership of all securities other than those reported above, 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. The transactions executed as reported herein resulted in a short swing profit under Section 16(b) of the Exchange Act. As of the date hereof, Citigroup has made the issuer aware of such profit and has made arrangements with the issuer to disgorge such profit promptly. |
| Citigroup Inc., By: /s/ Ali L. Karshan, Name: Ali L. Karshan, Title: Assistant Secretary | 01/10/2011 | |
| ** 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. | ||