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*
Bauersachs Michael Dale

(Last) (First) (Middle)
250 WEST MAIN STREET, SUITE 210

(Street)
LEXINGTON KY 40507

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Ramaco Resources, Inc. [ METC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
02/08/2017
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 02/08/2017 A(1)(2)(3) 1,874,847 A $0.00 1,874,847 D
Common Stock 02/08/2017 S(4) 185,000 D $13.5(5) 1,689,847 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
Employee Stock Option (right to buy) $5.34 02/08/2017 A(6) 468,712 02/08/2017 08/31/2026 Common Stock 468,712 $0.00 468,712 D
Explanation of Responses:
1. Immediately prior to the closing of Ramaco Resources, Inc.'s (the "Issuer") initial public offering, and pursuant to the Master Reorganization Agreement dated as of Ferbuary 1, 2017 by and among Ramaco Development, LLC ("Ramaco Development"), the Issuer, Ramaco Merger Sub, LLC, a wholly owned subisiary of the Issuer ("Merger Sub"), and the other parties thereto, (i) the preferred units in Ramaco Development were converted into common units ("Units"),
2. (Continued from footnote (1)) (ii) Ramaco Development merged into Merger Sub, and certain existing owners received, as consideration in the merger, shares of the Issuer's common stock, with such shares of common stock allocated among the existing owners pro rata based on their relative ownership of Units, and (iii) the outstanding and unexercised options granted pursuant to Ramaco Development's 2016 Membership Unit Option Plan were converted into options to purchase shares of the Issuer's common stock under the Issuer's long-term incentive plan.
3. As a result of the transactions described in footnotes (1) and (2), Ramaco Development became a wholly owned subsidiary of the Issuer. Pursuant to the transactions described in footnotes (1) and (2), Mr. Bauersachs received 1,874,847 shares of the Issuer's common stock as consideration based on his relative ownership of Units.
4. Mr. Bauersachs sold 185,000 shares of the Issuer's common stock as a selling shareholder in the initial public offering, pursuant to a registration statement on Form S-1, as amended, initially filed by the Issuer on December 29, 2016.
5. This amount represents the offering price per share of the Issuer's common stock to the public and does not reflect the underwriting discounts and commission of $0.945 per share.
6. As a result of the transactions described in footnotes (1) and (2), Mr. Bauersachs received 468,712 vested stock options granted under the Ramaco Resources, Inc. Long-Term Incentive Plan to purchase shares of the Issuer's common stock in exchange for his outstanding and unexercised vested unit options to purchase units of Ramaco Development, which were originally granted under the Ramaco Development 2016 Membership Unit Option Plan.
Remarks:
Director, President and Chief Executive Officer
/s/ Michael D. Bauersachs, by Randall W. Atkins, as Attorney-in-Fact 02/10/2017
** 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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