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*
HILL HEATH A.

(Last) (First) (Middle)
505 S. GILLETTE AVE.

(Street)
GILLETTE WY 82716

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CLOUD PEAK ENERGY INC. [ CLD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Exec. VP & CFO
3. Date of Earliest Transaction (Month/Day/Year)
03/02/2018
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 Stock 03/02/2018 F 15,470(1) D $3.3 26,573(4) D
Common Stock 03/02/2018 M 52,763(2) A $3.3 79,336(4) D
Common Stock 03/02/2018 F 23,206(3) D $3.3 56,130(4) 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
Performance Share Units (2) 03/02/2018 M 52,763 (2) (2) Common Stock 52,763 $0 0 D
Restricted Stock Units (5) 03/02/2018 A 68,182(6) (5) (5) Common Stock 68,182(6) $0 68,182(6) D
Explanation of Responses:
1. Reflects the number of shares of common stock withheld by the Issuer in satisfaction of the Reporting Person's tax withholding obligation upon the vesting of 2015 restricted stock units ("RSUs").
2. Each 2015 performance share unit ("PSU") represented a contingent right to receive the value of one share of Cloud Peak Energy Inc. ("CPE") common stock. The PSUs vested 3 years from the date of grant (which was 3/2/2015) upon CPE's achievement of performance goals, which were based upon CPE's relative and absolute total shareholder return ("TSR"). These TSR achievements resulted in a payout of 100% of the target, which target number was originally reported in Table II on the Form 4 filed on 3/3/2015.
3. Reflects the number of shares of common stock withheld by the Issuer in satisfaction of the Reporting Person's tax withholding obligation upon the vesting of 2015 PSUs.
4. This total does not include RSUs granted to the Reporting Person in 2016, 2017 or 2018 because vested RSUs may be paid in shares, cash or a combination of shares and cash, in the discretion of the Compensation Committee.
5. Each 2018 RSU represents a contingent right to receive the value of one share of CPE common stock. In general, 100% of the RSUs vest three years after the date of grant subject to the terms of the award agreement and CPE's long-term incentive plan ("LTIP"). Vested RSUs may be paid in shares, cash or a combination of shares and cash, in the discretion of the Compensation Committee.
6. This total does not include 2018 PSUs that were also granted on 3/2/2018 and that will be reported under Section 16 upon any vesting, as provided by applicable rules. PSUs represent a contingent right to receive the value of one share of CPE common stock. In general, PSUs vest 3 years from the date of grant depending on CPE's achievement of performance goals, which are based upon CPE's TSR, and subject to the terms of the award agreement and CPE's LTIP. These TSR achievements may result in a payout ranging between 0% and 200% of the target.
/s/ Bryan J. Pechersky, attorney-in-fact for Heath A. Hill 03/06/2018
** 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).
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