X0202 4 2005-01-07 0 0001301063 Foundation Coal Holdings, Inc. FCL 0001276331 MELWANI PRAKASH C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK NY 10154 1 0 1 0 Common Stock, par value $0.01 per share 2005-01-07 4 J 0 1208972 A 8089020 I See footnotes Common Stock, par value $0.01 per share 2005-01-07 4 J 0 63630 A 425738 I See footnotes In connection with the Issuer's initial public offering (the "IPO"), on December 8, 2004, the Issuer declared a stock dividend payable to the holders of record of the Issuer's common stock (the "Common Stock") issued and outstanding on December 8, 2004 (the "Record Date"). The payment of such stock dividend was contingent upon whether the underwriters in the IPO exercised their option to purchase an additional 3,541,500 shares of Common Stock (the "Over-Allotment Option"). On January 7, 2004, the Over-Allotment Option expired, and as of that date the underwriters had purchased 511,900 shares pursuant to the Over-Allotment Option. The remaining 3,029,600 shares were issued ratably to the Issuer's holders as of the Record Date. Following the reported transaction, Blackstone FCH Capital Partners IV L.P. owns 8,089,020 shares of Common Stock reported as beneficially owned in the above table. (This amount reflects an adjustment of four shares fewer than were previously reported on Form 3. The adjustment is to correct a previous rounding error.) Blackstone Family Investment Partnership IV-A L.P. (together with Blackstone FCH Capital Partners IV L.P., the "Blackstone Funds") owns 425,738 shares of Common Stock reported as beneficially owned in the above table. Blackstone Management Associates IV L.L.C. ("BMA") is the sole general partner of each of the Blackstone Funds and has investment and voting control over the shares of Common Stock held by each of the Blackstone Funds. Mr. Melwani is a member of BMA and may be deemed to share beneficial ownership of the Common Stock controlled by BMA. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, Mr. Melwani herein states that this filing shall not be deemed an admission that he is the beneficial owner of any of the shares of Common Stock covered by this Statement. Mr. Melwani disclaims beneficial ownership of the Common Stock, except to the extent of his pecuniary interest in such shares of Common Stock. Information with respect to the Blackstone Funds and BMA may be found in a corresponding Form 4 filed on the date hereof. /s/ Prakash Melwani 2005-01-11