X0202 4 2005-09-14 0 0001301063 Foundation Coal Holdings, Inc. FCL 0001276331 MELWANI PRAKASH C/O BLACKSTONE GROUP 345 PARK AVE NEW YORK NY 10154 1 0 1 0 Common Stock, par value $0.01 per share 2005-09-14 4 S 0 4037500 D 4051520 I See footnotes Common Stock, par value $0.01 per share 2005-09-16 4 S 0 105177 D 3946343 I See footnotes Common Stock, par value $0.01 per share 2005-09-14 4 S 0 212500 D 213238 I See footnotes Common Stock, par value $0.01 per share 2005-09-16 4 S 0 5536 D 207702 I See footnotes Selling price to public in registered public offering. Following the reported sales in a registered public offering of shares of Foundation Coal Holdings, Inc. common stock ("Common Stock"), which was completed on September 20, 2005, and in which an additional 260,500 shares of Common Stock were sold pursuant to the underwriters' exercise of their over-allotment option, Blackstone FCH Capital Partners IV L.P. owns 3,946,343 shares of Common Stock and Blackstone Family Investment Partnership IV-A L.P. (together with Blackstone FCH Capital Partners IV L.P. the "Blackstone Funds") owns 207,702 shares of Common Stock, both 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 16-1(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 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 corresponding Forms 4 previously filed in connection with the offering and the exercise of the underwriters' over-allotment option. The Reporting Persons are filing this Form 4 to satisfy potential filing obligations. Notwithstanding this filing, each of the Reporting Persons disclaims that it is a person required to report transactions pursuant to Section 16. /s/ Prakash Melwani 2005-11-18