X0202 4 2006-04-10 0 0001301063 Foundation Coal Holdings, Inc. FCL 0001310347 Foley David C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK NY 10154 1 0 0 0 Common Stock, par value $0.01 per share 2006-04-10 4 A 0 3000 A 3000 D Common Stock, par value $0.01 per share 485328 I See footnotes Common Stock, par value $0.01 per share 47696 I See footnotes Common Stock, par value $0.01 per share 3672 I See footnotes Common Stock, par value $0.01 per share 138922 I See footnotes Restricted shares granted pursuant to Foundation Coal Holdings, Inc.'s 2004 Stock Incentive Plan, 20% of which will vest on December 31, 2006 and an additional 20% of which will vest on each anniversary thereof. These securities are owned by Blackstone Management Associates IV L.L.C. ("BMA"). Mr. Foley is a member of BMA and may be deemed to share indirect beneficial ownership of these shares of Foundation Coal Holdings, Inc.'s common stock ("Common Stock"). These shares were previously reported by Mr. Foley among those owned by Blackstone FCH Capital Partners IV L.P. ("BCP"). On January 24, 2006, BCP distributed all of the shares of Common Stock then held by it to its partners, including BMA, pro rata pursuant to the terms of the organization documents governing BCP. These securities are owned by Blackstone Capital Commitment Partners IV L.P. ("BCCP"). BMA is the sole general partner of BCCP and has investment and voting control over the shares of Common Stock held by BCCP. Mr. Foley is a member of BMA and may be deemed to share indirect beneficial ownership of these shares of Common Stock. These shares were previously reported by Mr. Foley among those owned by BCP. On January 24, 2006, BCP distributed all of the shares of Common Stock then held by it to its partners, including BCCP, pro rata pursuant to the terms of the organization documents governing BCP. These securities are owned by Blackstone Participation Partnership IV L.P. ("BPP"). BMA is the sole general partner of BPP and has investment and voting control over the shares of Common Stock held by BPP. Mr. Foley is a member of BMA and may be deemed to share indirect beneficial ownership of these shares of Common Stock. These shares were previously reported by Mr. Foley among those owned by BCP. On January 24, 2006, BCP distributed all of the shares of Common Stock then held by it to its partners, including BPP, pro rata pursuant to the terms of the organization documents governing BCP. These securities are owned by Blackstone Family Investment Partnership IV-A L.P ("BFIP"). BMA is the sole general partner of BFIP and has investment and voting control over the shares of Common Stock held by BFIP. Mr. Foley is a member of BMA and may be deemed to share indirect beneficial ownership of these shares of Common Stock. The number of shares reported as owned by BFIP on this Statement reflects the distribution of shares of Common Stock on January 24, 2006 by BFIP to certain of its partners, not including BMA, BCCP and BPP, pro rata pursuant to the terms of the organization documents governing BFIP. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, Mr. Foley 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 owned by BMA. Mr. Foley disclaims beneficial ownership of those shares, except to the extent of his pecuniary interest in such shares of Common Stock. /s/ David Foley 2006-04-11