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SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON,
D.C. 20549
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SCHEDULE
13D
Under
the Securities Exchange Act of 1934
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(Amendment
No.3)
1
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Patriot
Coal Corporation
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(Name
of Issuer)
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Common
Stock, $0.01 par value per share
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(Title
of Class of Securities)
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70336T
10 4
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(CUSIP
Number)
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John
A. Tisdale, Esq.
General
Counsel
ArcLight
Capital Holdings, LLC
200
Clarendon Street, 55
th
Floor
Boston,
MA 02117
Telephone:
(617) 531−6300
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(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
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January
29, 2010
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(Date
of Event which Requires Filing of this Statement)
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If
the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of §§ 240.13d-1(e), 13d-1(f) or
240.13d-1(g),
check the following box [ ].
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Note:
Schedules filed
in paper format shall include a signed original and five copies of the
schedule, including all exhibits.
See
Rule 13d-7 for
other parties to whom copies are to be sent.
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1
The remainder of this cover page shall be filled out for a reporting
person’s initial filling on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover
page.
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The
information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the
Notes).
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SCHEDULE
13D
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CUSIP
No.
70336T
10 4
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Page
2
of
65
Pages
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1
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NAME
OF REPORTING PERSON
ArcLight
Energy Partners Fund I, L.P.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
¨
(b)
x
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|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
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5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
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¨
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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|
NUMBER
OF
SHARES
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7
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SOLE
VOTING POWER
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BENEFICIALLY
OWNED
BY
|
8
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SHARED
VOTING POWER
7,275,686
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EACH
REPORTING
|
9
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SOLE
DISPOSITIVE POWER
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|
PERSON
WITH
|
10
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SHARED
DISPOSITIVE POWER
7,275,686
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|
11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,275,686
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
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x
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
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14
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TYPE
OF REPORTING PERSON (See Instructions)
PN
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SCHEDULE
13D
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CUSIP
No.
70336T
10
4
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Page
3
of
65
Pages
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1
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NAME
OF REPORTING PERSON
ArcLight
Energy Partners Fund II, L.P.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
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(a)
¨
(b)
x
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3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
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5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
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¨
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
|
7
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SOLE
VOTING POWER
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BENEFICIALLY
OWNED
BY
|
8
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SHARED
VOTING POWER
5,826,141
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EACH
REPORTING
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9
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SOLE
DISPOSITIVE POWER
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PERSON
WITH
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10
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SHARED
DISPOSITIVE POWER
5,826,141
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,826,141
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
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x
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
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14
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TYPE
OF REPORTING PERSON (See Instructions)
PN
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SCHEDULE
13D
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CUSIP
No.
70336T
10
4
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Page
4
of
65
Pages
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1
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NAME
OF REPORTING PERSON
ArcLight
PEF GP, LLC
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
¨
(b)
x
|
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3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
¨
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|
6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
7,275,686*
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|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
7,275,686
|
|
11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,275,686
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
x
|
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
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|
14
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TYPE
OF REPORTING PERSON (See Instructions)
CO
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* Solely
in its capacity as the general partner of ArcLight Energy Partners Fund I,
L.P.
SCHEDULE
13D
|
CUSIP
No.
70336T
10
4
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Page
5
of
65
Pages
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1
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NAME
OF REPORTING PERSON
ArcLight
PEF GP II, LLC
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
¨
(b)
x
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3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
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¨
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6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
5,826,141*
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|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
5,826,141
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,826,141
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|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
|
|
14
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TYPE
OF REPORTING PERSON (See Instructions)
CO
|
* Solely
in its capacity as the general partner of ArcLight Energy Partners Fund II,
L.P.
SCHEDULE
13D
|
CUSIP
No.
70336T
10
4
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Page
6
of
65
Pages
|
|
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1
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NAME
OF REPORTING PERSON
ArcLight
Capital Holdings, LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
¨
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
13,101,827*
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|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
13,101,827
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,101,827
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
x
|
|
13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.5%
|
|
14
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TYPE
OF REPORTING PERSON (See Instructions)
CO
|
* Solely
in its capacity as the manager of ArcLight PEF GP, LLC, the general partner of
ArcLight Energy Partners Fund I, L.P. and ArcLight PEF GP II, LLC, the general
partner of ArcLight Energy Partners Fund II, L.P.
SCHEDULE
13D
|
CUSIP
No.
70336T
10
4
|
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Page
7
of
65
Pages
|
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1
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NAME
OF REPORTING PERSON
Daniel
R. Revers*
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
¨
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
13,101,827*
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
13,101,827
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,101,827
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.5%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
* Solely
in his capacity as the manager of ArcLight Capital Holdings, LLC, the manager of
ArcLight PEF GP, LLC which is the general partner of ArcLight Energy
Partners Fund I, L.P. and ArcLight PEF GP II, LLC, the general partner of
ArcLight Energy Partners Fund II, L.P. Mr. Revers disclaims
beneficial ownership of the shares of Common Stock held by the ArcLight Funds,
except to the extent of his pecuniary interest in such funds.
SCHEDULE
13D
|
CUSIP
No.
70336T
10
4
|
|
Page
8
of
65
Pages
|
|
|
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1
|
NAME
OF REPORTING PERSON
Robb
E. Turner*
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
¨
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
13,101,827*
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
13,101,827
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,101,827
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.5%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
* Solely
in his capacity as the manager of ArcLight Capital Holdings, LLC, the manager of
ArcLight PEF GP, LLC which is the general partner of ArcLight Energy
Partners Fund I, L.P. and ArcLight Energy Partners Fund II, L.P. Mr.
Turner disclaims beneficial ownership of the shares of Common Stock held by the
ArcLight Funds, except to the extent of his pecuniary interest in such
funds.
SCHEDULE
13D
|
CUSIP
No.
70336T
10
4
|
|
Page
9
of
65
Pages
|
|
|
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|
1
|
NAME
OF REPORTING PERSON
John
F. Erhard*
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
¨
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
13,101,827*
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
13,101,827
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,101,827
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.5%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
* Solely
in his capacity as a principal of ArcLight Capital Holdings, LLC, the manager of
ArcLight PEF GP, LLC which is the general partner of ArcLight Energy
Partners Fund I, L.P. and ArcLight Energy Partners Fund II, L.P. Mr.
Erhard disclaims beneficial ownership of the shares of Common Stock held by the
ArcLight Funds, except to the extent of his pecuniary interest in such
funds.
SCHEDULE
13D
|
CUSIP
No.
70336T
10
4
|
|
Page
10
of
65
Pages
|
|
|
|
|
|
1
|
NAME
OF REPORTING PERSON
Caisse
de Dépôt et Placement du Québec
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
¨
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Québec,
Canada
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
1,691,091
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
1,691,091
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,691,091
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
OO
|
SCHEDULE
13D
|
CUSIP
No.
70336T
10
4
|
|
Page
11
of
65
Pages
|
|
|
|
|
|
1
|
NAME
OF REPORTING PERSON
Cascade
Investment, L.L.C.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
¨
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Washington
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
2,391,231
(1)
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
2,391,231
(1)
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,391,231
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
OO
|
(1)
A
ll shares of Common Stock held by
Cascade Investment, L.L.C. (“Cascade”) may be deemed to be beneficially owned by
William H. Gates III as the sole member of Cascade.
SCHEDULE
13D
|
CUSIP
No.
70336T
10
4
|
|
Page
12
of
65
Pages
|
|
|
|
|
|
1
|
NAME
OF REPORTING PERSON
William
H. Gates III
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
¨
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
2,391,231
(1)
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
2,391,231
(1)
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,391,231
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
(1)
A
ll shares of Common Stock held by
Cascade Investment, L.L.C. (“Cascade”) may be deemed to be beneficially owned by
William H. Gates III as the sole member of Cascade.
SCHEDULE
13D
|
CUSIP
No.
70336T
10
4
|
|
Page
13
of
65
Pages
|
|
|
|
|
|
1
|
NAME
OF REPORTING PERSON
Citigroup
Capital Partners II 2006 Citigroup Investment, L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
¨
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
491,619
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
491,619
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
491,619
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
SCHEDULE
13D
|
CUSIP
No.
70336T
10
4
|
|
Page
14
of
65
Pages
|
|
|
|
|
|
1
|
NAME
OF REPORTING PERSON
Citigroup
Capital Partners II Employee Master Fund, L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
¨
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
552,225
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
552,225
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
552,225
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
SCHEDULE
13D
|
CUSIP
No.
70336T
10
4
|
|
Page
15
of
65
Pages
|
|
|
|
|
|
1
|
NAME
OF REPORTING PERSON
Citigroup
Capital Partners II Onshore, L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
¨
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
249,314
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
249,314
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
249,314
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
SCHEDULE
13D
|
CUSIP
No.
70336T
10
4
|
|
Page
16
of
65
Pages
|
|
|
|
|
|
1
|
NAME
OF REPORTING PERSON
Citigroup
Capital Partners II Cayman Holdings, L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
¨
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
312,382
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
312,382
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
312,382
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
SCHEDULE
13D
|
CUSIP
No.
70336T
10
4
|
|
Page
17
of
65
Pages
|
|
|
|
|
|
1
|
NAME
OF REPORTING PERSON
Citigroup
Private Equity LP
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
¨
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
1,605,540
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
1,605,540
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,605,540
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
PN
|
SCHEDULE
13D
|
CUSIP
No.
70336T
10
4
|
|
Page
18
of
65
Pages
|
|
|
|
|
|
1
|
NAME
OF REPORTING PERSON
Citigroup
Alternative Investments LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
¨
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
1,605,540
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
1,605,540
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,605,540
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IA
|
SCHEDULE
13D
|
CUSIP
No.
70336T
10
4
|
|
Page
19
of
65
Pages
|
|
|
|
|
|
1
|
NAME
OF REPORTING PERSON
Citigroup
Investments Inc.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
¨
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
1,605,540
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
1,605,540
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,605,540
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
HC
|
SCHEDULE
13D
|
CUSIP
No.
70336T
10
4
|
|
Page
20
of
65
Pages
|
|
|
|
|
|
1
|
NAME
OF REPORTING PERSON
Citigroup
Inc.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
¨
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
1,711,876*
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
1,711,876*
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,711,876*
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
HC
|
* Includes
shares held by the other Citigroup Entities.
SCHEDULE
13D
|
CUSIP
No.
70336T
10
4
|
|
Page 21
of 65
Pages
|
|
|
|
|
|
1
|
NAME
OF REPORTING PERSON
Howard
Hughes Medical Institute
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
¨
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
1,595,715
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
1,595,715
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,595,715
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
CO
|
SCHEDULE
13D
|
CUSIP
No.
70336T
10
4
|
|
Page
22
of
65
Pages
|
|
|
|
|
|
1
|
NAME
OF REPORTING PERSON
The
Northwestern Mutual Life Insurance Company
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
¨
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Wisconsin
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
0
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IC
|
SCHEDULE
13D
|
CUSIP
No.
70336T
10
4
|
|
Page
23
of
65
Pages
|
|
|
|
|
|
1
|
NAME
OF REPORTING PERSON
The
Board of Trustees of the Leland Stanford Junior
University
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
¨
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
California
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
0
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
EP
|
SCHEDULE
13D
|
CUSIP
No.
70336T
10
4
|
|
Page
24
of
65
Pages
|
|
|
|
|
|
1
|
NAME
OF REPORTING PERSON
Paul
Vining
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
¨
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
286,805
|
|
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
|
|
EACH
REPORTING
|
9
|
SOLE
DISPOSITIVE POWER
286,805
|
|
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
286,805
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
This
Amendment No. 3 relates to shares of Common Stock of Patriot Coal Corporation
(the "Issuer"). This Amendment is being jointly filed pursuant to a
joint filing agreement attached as Exhibit 99.6 to the Schedule 13D filed on
August 1, 2008 (File No. 005-83427), as amended on August 18, 2008 and January
21, 2009, by the following persons (collectively, the "Reporting Persons"), to
amend and supplement the Items set forth below: ArcLight Energy Partners Fund I,
L.P. ("ArcLight Fund I"), ArcLight Energy Partners Fund II, L.P. ("ArcLight Fund
II", and together with ArcLight Fund I, the "ArcLight Funds"), ArcLight PEF GP,
LLC ("ArcLight PEF GP"), ArcLight PEF GP II, LLC ("ArcLight PEF GP II"),
ArcLight Capital Holdings, LLC ("ArcLight Capital Holdings", and together with
the ArcLight Funds, ArcLight PEF GP and ArcLight PEF GP II the "ArcLight
Entities"), Daniel R. Revers ("Mr. Revers"), Robb E. Turner ("Mr. Turner"), John
F. Erhard (Mr. Erhard"), Caisse de Dépôt et Placement du Québec ("Caisse"),
Cascade Investment, L.L.C. ("Cascade"), William H. Gates III (“Mr. Gates”),
Citigroup Capital Partners II 2006 Citigroup Investment, L.P. ("Citigroup
Investment"), Citigroup Capital Partners II Employee Master Fund, L.P.
("Citigroup Employee Master Fund"), Citigroup Capital Partners II Onshore, L.P.
("Citigroup Onshore"), Citigroup Capital Partners II Cayman Holdings, L.P.
("Citigroup Cayman", and together with Citigroup Investment, Citigroup Employee
Master Fund, Citigroup Onshore, the "Citigroup Funds") Citigroup Private Equity
LP ("Citigroup PE") Citigroup Alternative Investments LLC ("CAI"), Citigroup
Investments Inc. ("CII") and Citigroup Inc. ("Citigroup" and together with
Citigroup Funds, CAI and CII, the "Citigroup Entities"), Howard Hughes Medical
Institute ("HHMI"), The Northwestern Mutual Life Insurance Company
("Northwestern"), The Board of Trustees of the Leland Stanford Junior University
(“Stanford University”), Paul Vining ("Mr. Vining"), Timothy Elliott ("Mr.
Elliott"), David Turnbull ("Mr. Turnbull"), Richard Verheij ("Mr. Verheij"), Tom
McQuade ("Mr. McQuade"), B. Scott Spears ("Mr. Spears"), Keith St. Clair ("Mr.
St. Clair"), Robert Bennett ("Mr. Bennett"), and Dwayne Francisco ("Mr.
Francisco"). Capitalized terms used herein and not otherwise defined
shall have the meaning ascribed to them in the Reporting Persons' Schedule 13D,
as amended.
Item
5. Interest in Securities of the Issuer
Item
5(a) and (b) of the Schedule 13D is hereby amended and supplemented in its
entirety by adding the following:
As
previously disclosed, pursuant to the Letter Agreement, as amended, as of
February 11, 2010, certain of the Reporting Persons that are parties to the
Letter Agreement delivered an aggregate of 166,547 shares of Common Stock to Mr.
Vining in satisfaction of their obligations under the Letter
Agreement.
Following
the delivery of such shares pursuant to the Letter Agreement, as of February 11,
2010, (i) the Reporting Persons collectively may be deemed to beneficially own
21,080,066 shares of Common Stock, representing approximately 23.3% of the
outstanding shares of Common Stock (based on 90,323,753 shares of Common Stock
reported by the Issuer as outstanding as of October 30, 2009) and (ii) the
interests in the Common Stock of each of such Reporting Persons is as
follows:
|
|
·
|
ArcLight
Fund I has the shared power to vote, direct the voting of, dispose of and
direct the disposition of 7,275,686 shares of Common Stock, representing
approximately 8.1% of the outstanding shares of Common
Stock. Such shares may be deemed to be owned beneficially
(solely for the purposes of Rule 13d-3 under the Act) by ArcLight PEF GP
and ArcLight Capital Holdings.
|
|
|
·
|
ArcLight
Fund II has the shared power to vote, direct the voting of, dispose of and
direct the disposition of 5,826,141 shares of Common Stock, representing
approximately 6.5% of the outstanding shares of Common
Stock. Such shares may be deemed to be owned beneficially
(solely for the purposes of Rule 13d-3 under the Act) by ArcLight PEF GP
II and ArcLight Capital Holdings.
|
|
|
·
|
ArcLight
PEF GP, as general partner of ArcLight Fund I, and ArcLight Capital
Holdings as manager of ArcLight PEF GP, may be deemed to beneficially own
the shares of Common Stock held by ArcLight Fund I. ArcLight
PEF GP II, as general partner of ArcLight Fund II, and ArcLight Capital
Holdings as manager of ArcLight PEF GP II, may be deemed to beneficially
|
|
|
|
own
the shares of Common Stock held by the ArcLight Funds. In addition,
Messrs. Revers and Turner, as managers of ArcLight Capital Holdings may be
deemed to beneficially own the shares of Common Stock held by the ArcLight
Funds.
|
|
|
·
|
Cascade
has the sole power to vote, direct the voting of, dispose of and direct
the disposition of 2,391,231 shares of Common Stock, representing
approximately 2.6% of the outstanding shares of Common
Stock. All shares of Common Stock held by Cascade may be deemed
to be beneficially owned by William H. Gates III as the sole member of
Cascade.
|
|
|
·
|
Caisse
has the sole power to vote, direct the voting of, dispose of and direct
the disposition of 1,691,091 shares of Common Stock, representing
approximately 1.9% of the outstanding shares of Common
Stock.
|
|
|
·
|
Citigroup
Investment has the shared power to vote, direct the voting of, dispose of
and direct the disposition of 491,619 shares of Common Stock, representing
approximately 0.5% of the outstanding shares of Common
Stock.
|
|
|
·
|
Citigroup
Employee Master Fund has the shared power to vote, direct the voting of,
dispose of and direct the disposition of 552,225 shares of
Common Stock, representing approximately 0.6% of the outstanding shares of
Common Stock
|
|
|
·
|
Citigroup
Onshore has the shared power to vote, direct the voting of, dispose of and
direct the disposition of 249,314 shares of Common Stock, representing
approximately 0.3% of the outstanding shares of Common
Stock.
|
|
|
·
|
Citigroup
Cayman has the shared power to vote, direct the voting of, dispose of and
direct the disposition of 312,382 shares of Common Stock, representing
approximately 0.3% of the outstanding shares of Common
Stock.
|
|
|
·
|
Citigroup
PE has the shared power to vote, direct the voting of, dispose of and
direct the disposition of 1,605,540 shares of Common Stock, representing
approximately 1.8% of the outstanding shares of Common
Stock.
|
|
|
·
|
CAI
has the shared power to vote, direct the voting of, dispose of and direct
the disposition of 1,605,540 shares of Common Stock,
representing approximately 1.8% of the outstanding shares of Common
Stock.
|
|
|
·
|
CII
has the shared power to vote, direct the voting of, dispose of and direct
the disposition of 1,605,540 shares of Common Stock,
representing approximately 1.8% of the outstanding shares of Common
Stock.
|
|
|
·
|
Citigroup
has the shared power to vote, direct the voting of, dispose of and direct
the disposition of 1,711,876 shares of Common Stock, representing
approximately 1.9% of the outstanding shares of Common
Stock
|
|
|
·
|
HHMI
has the sole power to vote, direct the voting of, dispose of and direct
the disposition of 1,595,715 shares of Common Stock, representing
approximately 1.8% of the outstanding shares of Common
Stock.
|
|
|
·
|
Northwestern
does not have the sole power to vote, direct the voting of, dispose of and
direct the disposition of any shares of Common
Stock.
|
|
|
·
|
Stanford
University does not have the sole power to vote, direct the voting of,
dispose of and direct the disposition of any shares of Common
Stock.
|
|
|
·
|
Mr.
Vining has the sole power to vote, direct the voting of, dispose of and
direct the disposition of 286,805 shares of Common Stock, representing
approximately 0.3% of the outstanding shares of Common
Stock.
|
|
|
·
|
Mr.
Elliott has the sole power to vote, direct the voting of, dispose of and
direct the disposition of 74,422 shares of Common Stock, representing
approximately 0.1% of the outstanding shares of Common
Stock.
|
|
|
·
|
Mr.
Turnbull has the sole power to vote, direct the voting of, dispose of and
direct the disposition of 32,476 shares of Common Stock, representing less
than 0.1% of the outstanding shares of Common
Stock.
|
|
|
·
|
Mr.
Verheij has the sole power to vote, direct the voting of, dispose of and
direct the disposition of 40,916 shares of Common Stock,
representing less than 0.1% of the outstanding shares of Common
Stock.
|
|
|
·
|
Mr.
McQuade does not have the sole power to vote, direct the voting of,
dispose of and direct the disposition of any shares of Common
Stock.
|
|
|
·
|
Mr.
Spears has the sole power to vote, direct the voting of, dispose of and
direct the disposition of 29,170 shares of Common Stock, representing less
than 0.1% of the outstanding shares of Common
Stock.
|
|
|
·
|
Mr.
St. Clair has the sole power to vote, direct the voting of, dispose of and
direct the disposition of 28,932 shares of Common Stock,
representing less than 0.1% of the outstanding shares of Common
Stock.
|
|
|
·
|
Mr.
Bennett has the sole power to vote, direct the voting of, dispose of and
direct the disposition of 95,605 shares of Common Stock, representing
approximately 0.1% of the outstanding shares of Common
Stock.
|
|
|
·
|
Mr.
Francisco does not have the sole power to vote, direct the voting of,
dispose of and direct the disposition of any shares of Common
Stock.
|
Item
5(c) is hereby amended and supplemented by adding the following:
Annex
D attached hereto sets forth a summary of the transactions in the Common Stock
effected by certain Reporting Persons within the past 60 days.
* * * *
Each
of the undersigned is responsible for the accuracy and completeness of the
information in this Amendment No. 3 to Schedule 13D concerning himself or
itself, and is not responsible for the accuracy or completeness of the
information in this Schedule 13D concerning any other signatories.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date: February
11, 2010
ARCLIGHT
ENERGY PARTNERS FUND I, L.P.
By:
ArcLight PEF GP, LLC, its
General
Partner
By:
ArcLight Capital Holdings,
LLC,
its Manager
Name:
Daniel R. Revers
Title:
Manager
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date: February
11, 2010
ARCLIGHT
ENERGY PARTNERS FUND II, L.P.
By:
ArcLight PEF GP II, LLC,
its
General Partner
By:
ArcLight Capital Holdings, LLC,
its
Manager
Name:
Daniel R. Revers
Title:
Manager
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date: February
11, 2010
ARCLIGHT
PEF GP, LLC
By:
ArcLight Capital Holdings, LLC,
its
Manager
|
By:
|
_
/s/Daniel R.
Revers
___________________
|
|
Name:
Daniel R. Revers
Title:
Manager
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date: February
11, 2010
ARCLIGHT
PEF GP II, LLC
By:
ArcLight Capital Holdings, LLC,
its
Manager
Name:
Daniel R. Revers
Title:
Manager
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date: February
11, 2010
ARCLIGHT
CAPITAL HOLDINGS, LLC
Name:
Daniel R. Revers
Title:
Manager
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date: February
11, 2010
Daniel
R. Revers
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date: February
11, 2010
Robb
E. Turner
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date: February
11, 2010
John
F. Erhard
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date: February
11, 2010
CAISSE
DE DÉPÔT ET PLACEMENT DU QUÉBEC
Name:
Ghislain Gauthier
Title:
Senior Vice-President
Name:
Cyrille Vittecoq
Title:
Vice-President, Investments
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date: February
11, 2010
CASCADE
INVESTMENT, L.L.C.
|
By:
|
/s/Alan Heuberger
|
|
|
Name:
|
Alan
Heuberger
(1)
|
|
Title:
|
Attorney-in-fact
for Michael Larson,
Business
Manager
|
(1)
Duly authorized under Special Limited Power of Attorney appointing Alan
Heuberger attorney-in-fact, dated August 12, 2008, by and on behalf of Michael
Larson, and attached as Exhibit 99.1 to Amendment No. 1 to Cascade's Schedule
13D with respect to Otter Tail Corporation filed on April 15, 2009, SEC File No.
005-06638 and incorporated by reference herein.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date: February
11, 2010
WILLIAM
H. GATES III
|
By:
|
/s/Alan Heuberger
|
|
|
Name:
|
Alan
Heuberger
(1)
|
|
|
Title:
|
Attorney-in-fact
|
|
(1)
Duly authorized under Special Limited Power of Attorney appointing Alan
Heuberger attorney-in-fact, dated August 12, 2008, by and on behalf of William
H. Gates III, and attached as Exhibit 99.2 to Amendment No. 1 to Cascade
Investment, L.L.C.’s Schedule 13D with respect to Otter Tail Corporation filed
on April 15, 2009, SEC File No. 005-06638 and incorporated by reference
herein.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date: February
11, 2010
CITIGROUP
CAPITAL PARTNERS II 2006
CITIGROUP
INVESTMENT, L.P.
By:
Citigroup Private Equity LP,
its
general partner
Name:
Jason Ment
Title:
Secretary
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date: February
11, 2010
CITIGROUP
CAPITAL PARTNERS II EMPLOYEE MASTER
FUND,
L.P.
By:
Citigroup Private Equity LP, its
general
partner
Name:
Jason Ment
Title:
Secretary
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date: February
11, 2010
CITIGROUP
CAPITAL PARTNERS II ONSHORE, L.P.
By:
Citigroup Private Equity LP,
its
general partner
Name:
Jason Ment
Title:
Secretary
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date: February
11, 2010
CITIGROUP
CAPITAL PARTNERS II CAYMAN
HOLDINGS,
L.P.
By:
Citigroup Private Equity LP,
its
general partner
Name:
Jason Ment
Title:
Secretary
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date: February
11, 2010
CITIGROUP
PRIVATE EQUITY LP
Name:
Jason Ment
Title:
Secretary
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date: February
11, 2010
CITIGROUP
ALTERNATIVE INVESTMENTS LLC
Name:
Jason Ment
Title:
Assistant Secretary
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date: February
11, 2010
CITIGROUP
INVESTMENTS INC.
Name:
Craig Barrack
Title:
Director
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date: February
11, 2010
CITIGROUP
INC.
Name:
Ali L. Karshan
Title:
Assistant Secretary
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date: February
11, 2010
HOWARD
HUGHES MEDICAL INSTITUTE
|
By:
|
/s/Craig A. Alexander
|
|
Name:
Craig A. Alexander
Title:
Vice President and General Counsel
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date: February
11, 2010
THE
NORTHWESTERN MUTUAL LIFE INSURANCE
COMPANY
Name:
Howard Stern
Title:
Its Authorized Representative
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date: February
11, 2010
THE
BOARD OF TRUSTEES OF THE LELAND STANFORD
JUNIOR
UNIVERSITY
|
By:
|
The
Stanford Management Company,
|
Name: Mark
H. Hayes
Title:
Director of Natural Resources Investments
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date: February
11, 2010
/s/Paul
Vining
Paul
Vining
Annex
D
The
following is a list of transactions in shares of the Issuer’s Common Stock,
which to the best knowledge of the applicable Reporting Person have been
effected in the past 60 days in the ordinary course of business.
Transfers Pursuant to the
Letter Agreement
Set
forth below is a summary of the shares of Common Stock required to be
transferred by the applicable Reporting Person to Mr. Vining as of January 29,
2010 pursuant to the Letter Agreement.
|
ArcLight
Energy Partners Fund I, LP
|
|
|
53,028
|
|
|
ArcLight
Energy Partners Fund II, LP
|
|
|
42,469
|
|
|
Cascade
Investment, LLC
|
|
|
17,421
|
|
|
Caise
de Depot et Placement du Quebec
|
|
|
16,705
|
|
|
Citigroup
Capital Partners II 2006 Citigroup Investment, LP
|
|
|
3,581
|
|
|
Citigroup
Capital Partners II Employee Master Fund, LP
|
|
|
4,030
|
|
|
Citigroup
Capital Partners II Onshore, LP
|
|
|
1,815
|
|
|
Citigroup
Capital Partners II Cayman Holdings, LP
|
|
|
2,282
|
|
|
Howard
Hughes Medical Institute
|
|
|
11,625
|
|
|
The
Northwestern Mutual Life Company
|
|
|
8,844
|
|
|
The
Board of Trustees of the Leland Stanford Junior University
|
|
|
4,747
|
|
Sales by
Caisse
Set
forth below is a summary of the additional shares of Common Stock sold by Caisse
in open market transactions on the dates and for the prices specified
below.
|
|
Date
|
Quantity
|
Price
per share
|
|
|
|
01/22/2010
|
132,058
|
$17.92
|
|
|
|
01/26/2010
|
300,000
|
$17.94
|
|
|
|
01/26/2010
|
167,942
|
$17.58
|
|
Acquisitions by
Stanford
University
On
February 2, 2010, Stanford University acquired 4,747 shares of Common Stock in
open market transactions at a price of $16.99 per share.
Acquisitions by
Northwestern
On
February 1, 2010, Northwestern acquired 8,844 shares of Common Stock in open
market transactions at a price of $15.9992 per share.
Sales by Mr.
Verheij
On
January 8, 2010, Mr. Verheij sold 10,230 shares of Common Stock in open market
transaction at a price of $20.378402 per share.
Sales by Mr. St.
Clair
On
December 28, 2009, Mr. St. Clair sold 2,000 shares of Common Stock in open
market transactions at a price of $14.41 per share.
Transactions by Mr.
Bennett
Mr.
Bennett received an award of 6,358 restricted shares of Common Stock on January
4, 2010 under the Patriot 2007 Long-Term Equity Incentive Plan (the "Plan"). The
restricted stock awarded under the Plan will ratably vest in annual installments
over a period of three years following the grant date; i.e., 33.33% of the award
will be vested on the first anniversary of the grant date, 66.66% of the award
will be vested on the second anniversary of the grant date and 100% of the award
will be vested on the third anniversary of the grant date. The restricted stock
will become fully vested if the Mr. Bennett terminates employment with the
Issuer because of death or disability, or if a change in control occurs. In the
event that Mr. Bennett's employment is terminated without cause or by Mr.
Bennett for good reason, the restricted stock will vest with respect to the
percentage of shares of Common Stock of the Issuer that would have otherwise
vested on the next vesting date.
Mr.
Bennett also received 12,716 non-qualified stock options on January 4, 2010 at
an exercise price of $17.30 per share under the Plan. The stock
options will be 33.33% exercisable on January 4, 2011, 33.33% exercisable on
January 4, 2012 and 33.34% exercisable on January 4, 2013 or earlier if Mr.
Bennett
terminates employment with the
Issuer because of death or disability, or if a change in control
occurs. In the event that Mr.
Bennett's
employment is terminated without cause or by Mr.
Bennett
for good reason, the stock options will
vest and become exercisable with respect to the percentage of shares of Common
Stock of the Issuer that would have otherwise vested on the next vesting
date. Except as provided in the preceding sentence, any part of the
stock options that are not exercisable will be terminated if Mr.
Bennett
terminates employment with The Issuer for
any reason other than death or disability prior to the time such stock options
have become vested and exercisable. No stock options can be exercised
more than ten years after the date of grant, but the ability to exercise the
stock options may terminate sooner upon the occurrence of certain
events.
Finally,
Mr. Bennett received 6,538 performance-based restricted stock units (the "RSUs")
under the Plan. The RSU's granted are subject to satisfaction of
certain performance-based parameters tied to total shareholder return ("TSR")
relative to a peer group (or satisfaction of a specified TSR (the "Minimum
TSR")), as described in the award agreement. The RSUs will vest on
December 31, 2012, or earlier if Mr.
Bennett
terminates employment with the Issuer because of death or disability, or
if a change in control occurs. The number of shares reported
represent the minimum number of shares that may be awarded if the actual TSR
exceeds the Minimum TSR. All unvested RSUs will be forfeited if Mr.
Bennett
terminates employment with the
Issuer for any reason other than death or disability, provided however, in the
event that Mr.
Bennett's
employment is
terminated without cause or by Mr.
Bennett
for good reason, a pro rata portion of the RSUs will vest.
Transactions by Mr.
Vining
Set forth below is a summary of the
additional shares of Common Stock sold by
Mr.
Vining
in open market transactions on the dates and for the prices
specified below.
|
|
Date
|
Quantity
|
Per
Share Price
|
|
|
|
01/29/2010
|
573
|
$15.45
|
|
|
|
01/29/2010
|
573
|
$15.61
|
|
|
|
01/29/2010
|
573
|
$15.67
|
|
|
|
01/29/2010
|
573
|
$16.20
|
|
|
|
01/29/2010
|
573
|
$16.25
|
|
|
|
01/29/2010
|
373
|
$16.51
|
|
|
|
01/29/2010
|
200
|
$16.52
|
|
|
|
01/29/2010
|
573
|
$16.56
|
|
|
|
01/29/2010
|
573
|
$16.63
|
|
|
|
01/29/2010
|
400
|
$16.68
|
|
|
|
01/29/2010
|
173
|
$16.69
|
|
|
|
01/29/2010
|
573
|
$16.83
|
|
|
|
01/29/2010
|
573
|
$17.14
|
|
|
|
01/29/2010
|
573
|
$17.17
|
|
|
|
01/29/2010
|
573
|
$17.40
|
|
|
|
01/29/2010
|
573
|
$17.50
|
|
|
|
01/27/2010
|
100
|
$15.99
|
|
|
|
01/27/2010
|
100
|
$16.13
|
|
|
|
01/27/2010
|
100
|
$16.16
|
|
|
|
01/27/2010
|
100
|
$16.20
|
|
|
|
01/27/2010
|
100
|
$16.25
|
|
|
|
01/27/2010
|
100
|
$16.27
|
|
|
|
01/27/2010
|
100
|
$16.31
|
|
|
|
01/27/2010
|
100
|
$16.37
|
|
|
|
01/27/2010
|
100
|
$16.43
|
|
|
|
01/27/2010
|
100
|
$16.44
|
|
|
|
Date
|
Quantity
|
Per
Share Price
|
|
|
|
01/27/2010
|
300
|
$16.45
|
|
|
|
01/27/2010
|
100
|
$16.46
|
|
|
|
01/27/2010
|
300
|
$16.56
|
|
|
|
01/27/2010
|
100
|
$16.57
|
|
|
|
01/27/2010
|
100
|
$16.59
|
|
|
|
01/27/2010
|
100
|
$16.60
|
|
|
|
01/27/2010
|
200
|
$16.63
|
|
|
|
01/27/2010
|
100
|
$16.68
|
|
|
|
01/27/2010
|
100
|
$16.71
|
|
|
|
01/27/2010
|
300
|
$16.72
|
|
|
|
01/27/2010
|
100
|
$16.73
|
|
|
|
01/27/2010
|
100
|
$16.78
|
|
|
|
01/27/2010
|
200
|
$16.85
|
|
|
|
01/27/2010
|
200
|
$16.87
|
|
|
|
01/27/2010
|
500
|
$16.88
|
|
|
|
01/27/2010
|
200
|
$16.89
|
|
|
|
01/27/2010
|
100
|
$16.90
|
|
|
|
01/27/2010
|
100
|
$16.91
|
|
|
|
01/27/2010
|
200
|
$16.92
|
|
|
|
01/27/2010
|
500
|
$16.93
|
|
|
|
01/27/2010
|
100
|
$16.94
|
|
|
|
01/27/2010
|
100
|
$16.95
|
|
|
|
01/27/2010
|
200
|
$16.96
|
|
|
|
01/27/2010
|
100
|
$16.97
|
|
|
|
01/27/2010
|
100
|
$17.00
|
|
|
|
01/27/2010
|
100
|
$17.03
|
|
|
|
01/27/2010
|
100
|
$17.04
|
|
|
|
01/27/2010
|
100
|
$17.06
|
|
|
|
01/27/2010
|
100
|
$17.10
|
|
|
|
Date
|
Quantity
|
Per
Share Price
|
|
|
|
01/27/2010
|
100
|
$17.13
|
|
|
|
01/27/2010
|
200
|
$17.15
|
|
|
|
01/27/2010
|
100
|
$17.33
|
|
|
|
01/27/2010
|
100
|
$17.35
|
|
|
|
01/27/2010
|
100
|
$17.49
|
|
|
|
01/27/2010
|
100
|
$17.54
|
|
|
|
01/27/2010
|
100
|
$17.57
|
|
|
|
01/27/2010
|
100
|
$17.59
|
|
|
|
01/27/2010
|
100
|
$17.62
|
|
|
|
01/27/2010
|
100
|
$17.65
|
|
|
|
01/28/2010
|
500
|
$16.81
|
|
|
|
01/28/2010
|
1,000
|
$16.95
|
|
|
|
01/28/2010
|
1,000
|
$16.97
|
|
|
|
01/28/2010
|
1,000
|
$16.98
|
|
|
|
01/28/2010
|
1,500
|
$17.05
|
|
|
|
01/28/2010
|
800
|
$17.08
|
|
|
|
01/28/2010
|
200
|
$17.09
|
|
|
|
01/28/2010
|
500
|
$17.22
|
|
|
|
01/28/2010
|
500
|
$17.25
|
|
|
|
01/25/2010
|
100
|
$17.23
|
|
|
|
01/25/2010
|
100
|
$17.31
|
|
|
|
01/25/2010
|
200
|
$17.36
|
|
|
|
01/25/2010
|
100
|
$17.37
|
|
|
|
01/25/2010
|
100
|
$17.38
|
|
|
|
01/25/2010
|
200
|
$17.39
|
|
|
|
01/25/2010
|
100
|
$17.41
|
|
|
|
01/25/2010
|
200
|
$17.45
|
|
|
|
01/25/2010
|
200
|
$17.48
|
|
|
|
01/25/2010
|
300
|
$17.49
|
|
|
|
Date
|
Quantity
|
Per
Share Price
|
|
|
|
01/25/2010
|
100
|
$17.50
|
|
|
|
01/25/2010
|
200
|
$17.52
|
|
|
|
01/25/2010
|
500
|
$17.53
|
|
|
|
01/25/2010
|
200
|
$17.54
|
|
|
|
01/25/2010
|
400
|
$17.55
|
|
|
|
01/25/2010
|
100
|
$17.56
|
|
|
|
01/25/2010
|
600
|
$17.57
|
|
|
|
01/25/2010
|
100
|
$17.58
|
|
|
|
01/25/2010
|
200
|
$17.60
|
|
|
|
01/25/2010
|
200
|
$17.61
|
|
|
|
01/25/2010
|
500
|
$17.62
|
|
|
|
01/25/2010
|
100
|
$17.63
|
|
|
|
01/25/2010
|
400
|
$17.64
|
|
|
|
01/25/2010
|
200
|
$17.65
|
|
|
|
01/25/2010
|
100
|
$17.66
|
|
|
|
01/25/2010
|
100
|
$17.67
|
|
|
|
01/25/2010
|
100
|
$17.68
|
|
|
|
01/25/2010
|
200
|
$17.71
|
|
|
|
01/25/2010
|
100
|
$17.72
|
|
|
|
01/25/2010
|
200
|
$17.74
|
|
|
|
01/25/2010
|
100
|
$17.80
|
|
|
|
01/25/2010
|
200
|
$17.82
|
|
|
|
01/25/2010
|
200
|
$17.84
|
|
|
|
01/25/2010
|
100
|
$17.88
|
|
|
|
01/25/2010
|
200
|
$17.91
|
|
|
|
01/26/2010
|
1,000
|
$17.05
|
|
|
|
01/26/2010
|
400
|
$17.14
|
|
|
|
01/26/2010
|
500
|
$17.67
|
|
|
|
01/26/2010
|
500
|
$17.71
|
|
|
|
Date
|
Quantity
|
Per
Share Price
|
|
|
|
01/26/2010
|
600
|
$17.92
|
|
|
|
01/26/2010
|
1,000
|
$17.94
|
|
|
|
01/26/2010
|
1,000
|
$17.95
|
|
|
|
01/26/2010
|
1,000
|
$18
|
|
|
|
01/26/2010
|
1,000
|
$18.28
|
|
|
|
01/21/2010
|
100
|
$17.56
|
|
|
|
01/21/2010
|
100
|
$17.59
|
|
|
|
01/21/2010
|
100
|
$17.61
|
|
|
|
01/21/2010
|
200
|
$17.64
|
|
|
|
01/21/2010
|
200
|
$17.67
|
|
|
|
01/21/2010
|
100
|
$17.68
|
|
|
|
01/21/2010
|
100
|
$17.69
|
|
|
|
01/21/2010
|
300
|
$17.71
|
|
|
|
01/21/2010
|
100
|
$17.72
|
|
|
|
01/21/2010
|
100
|
$17.74
|
|
|
|
01/21/2010
|
100
|
$17.75
|
|
|
|
01/21/2010
|
100
|
$17.76
|
|
|
|
01/21/2010
|
100
|
$17.77
|
|
|
|
01/21/2010
|
100
|
$17.78
|
|
|
|
01/21/2010
|
100
|
$17.79
|
|
|
|
01/21/2010
|
200
|
$17.82
|
|
|
|
01/21/2010
|
100
|
$17.84
|
|
|
|
01/21/2010
|
200
|
$17.86
|
|
|
|
01/21/2010
|
200
|
$17.87
|
|
|
|
01/21/2010
|
200
|
$17.88
|
|
|
|
01/21/2010
|
200
|
$17.91
|
|
|
|
01/21/2010
|
100
|
$17.92
|
|
|
|
01/21/2010
|
200
|
$17.95
|
|
|
|
01/21/2010
|
100
|
$17.97
|
|
|
|
Date
|
Quantity
|
Per
Share Price
|
|
|
|
01/21/2010
|
100
|
$17.98
|
|
|
|
01/21/2010
|
200
|
$17.99
|
|
|
|
01/21/2010
|
300
|
$18.00
|
|
|
|
01/21/2010
|
100
|
$18.01
|
|
|
|
01/21/2010
|
100
|
$18.03
|
|
|
|
01/21/2010
|
100
|
$18.04
|
|
|
|
01/21/2010
|
200
|
$18.05
|
|
|
|
01/21/2010
|
200
|
$18.06
|
|
|
|
01/21/2010
|
100
|
$18.12
|
|
|
|
01/21/2010
|
100
|
$18.13
|
|
|
|
01/21/2010
|
100
|
$18.15
|
|
|
|
01/21/2010
|
100
|
$18.17
|
|
|
|
01/21/2010
|
100
|
$18.18
|
|
|
|
01/21/2010
|
100
|
$18.23
|
|
|
|
01/21/2010
|
100
|
$18.33
|
|
|
|
01/21/2010
|
100
|
$18.34
|
|
|
|
01/21/2010
|
100
|
$18.47
|
|
|
|
01/21/2010
|
100
|
$18.51
|
|
|
|
01/21/2010
|
200
|
$18.53
|
|
|
|
01/21/2010
|
100
|
$18.68
|
|
|
|
01/21/2010
|
100
|
$18.7
|
|
|
|
01/21/2010
|
100
|
$18.72
|
|
|
|
01/21/2010
|
100
|
$18.86
|
|
|
|
01/21/2010
|
100
|
$18.87
|
|
|
|
01/21/2010
|
100
|
$19.02
|
|
|
|
01/21/2010
|
100
|
$19.03
|
|
|
|
01/21/2010
|
100
|
$19.15
|
|
|
|
01/21/2010
|
100
|
$19.16
|
|
|
|
01/21/2010
|
100
|
$19.21
|
|
|
|
Date
|
Quantity
|
Per
Share Price
|
|
|
|
01/21/2010
|
100
|
$19.32
|
|
|
|
01/22/2010
|
500
|
$17
|
|
|
|
01/22/2010
|
500
|
$17.1
|
|
|
|
01/22/2010
|
500
|
$17.35
|
|
|
|
01/22/2010
|
500
|
$17.38
|
|
|
|
01/22/2010
|
500
|
$17.48
|
|
|
|
01/22/2010
|
500
|
$17.49
|
|
|
|
01/22/2010
|
500
|
$17.96
|
|
|
|
01/22/2010
|
2,000
|
$18.33
|
|
|
|
01/22/2010
|
300
|
$18.35
|
|
|
|
01/22/2010
|
1,200
|
$18.38
|
|
|
|
01/20/2010
|
500
|
$20.16
|
|
|
|
01/20/2010
|
500
|
$20.19
|
|
|
|
01/20/2010
|
500
|
$20.2
|
|
|
|
01/20/2010
|
2,000
|
$20.21
|
|
|
|
01/20/2010
|
1,000
|
$20.22
|
|
|
|
01/20/2010
|
900
|
$20.24
|
|
|
|
01/20/2010
|
500
|
$20.25
|
|
|
|
01/20/2010
|
100
|
$20.26
|
|
|
|
01/20/2010
|
500
|
$20.35
|
|
|
|
01/20/2010
|
500
|
$20.57
|
|
|
|
01/15/2010
|
1,000
|
$20.15
|
|
|
|
01/15/2010
|
500
|
$20.03
|
|
|
|
01/15/2010
|
500
|
$20.06
|
|
|
|
01/15/2010
|
1,000
|
$20.07
|
|
|
|
01/15/2010
|
500
|
$20.08
|
|
|
|
01/15/2010
|
1,000
|
$20.1
|
|
|
|
01/15/2010
|
2,000
|
$20.11
|
|
|
|
01/15/2010
|
500
|
$20.64
|
|
|
|
Date
|
Quantity
|
Per
Share Price
|
|
|
|
01/19/2010
|
100
|
$20.02
|
|
|
|
01/19/2010
|
100
|
$20.07
|
|
|
|
01/19/2010
|
100
|
$20.15
|
|
|
|
01/19/2010
|
100
|
$20.22
|
|
|
|
01/19/2010
|
100
|
$20.26
|
|
|
|
01/19/2010
|
100
|
$20.27
|
|
|
|
01/19/2010
|
100
|
$20.28
|
|
|
|
01/19/2010
|
100
|
$20.31
|
|
|
|
01/19/2010
|
100
|
$20.33
|
|
|
|
01/19/2010
|
200
|
$20.34
|
|
|
|
01/19/2010
|
300
|
$20.36
|
|
|
|
01/19/2010
|
100
|
$20.37
|
|
|
|
01/19/2010
|
200
|
$20.38
|
|
|
|
01/19/2010
|
200
|
$20.39
|
|
|
|
01/19/2010
|
100
|
$20.4
|
|
|
|
01/19/2010
|
100
|
$20.43
|
|
|
|
01/19/2010
|
100
|
$20.44
|
|
|
|
01/19/2010
|
100
|
$20.46
|
|
|
|
01/19/2010
|
200
|
$20.48
|
|
|
|
01/19/2010
|
200
|
$20.49
|
|
|
|
01/19/2010
|
200
|
$20.5
|
|
|
|
01/19/2010
|
100
|
$20.53
|
|
|
|
01/19/2010
|
100
|
$20.54
|
|
|
|
01/19/2010
|
100
|
$20.55
|
|
|
|
01/19/2010
|
100
|
$20.57
|
|
|
|
01/19/2010
|
200
|
$20.61
|
|
|
|
01/19/2010
|
200
|
$20.62
|
|
|
|
01/19/2010
|
100
|
$20.63
|
|
|
|
01/19/2010
|
100
|
$20.66
|
|
|
|
Date
|
Quantity
|
Per
Share Price
|
|
|
|
01/19/2010
|
200
|
$20.69
|
|
|
|
01/19/2010
|
100
|
$20.79
|
|
|
|
01/19/2010
|
100
|
$20.82
|
|
|
|
01/19/2010
|
200
|
$20.89
|
|
|
|
01/19/2010
|
100
|
$20.9
|
|
|
|
01/19/2010
|
200
|
$20.92
|
|
|
|
01/19/2010
|
100
|
$20.93
|
|
|
|
01/19/2010
|
100
|
$20.97
|
|
|
|
01/19/2010
|
100
|
$21.01
|
|
|
|
01/19/2010
|
100
|
$21.04
|
|
|
|
01/19/2010
|
100
|
$21.06
|
|
|
|
01/19/2010
|
100
|
$21.09
|
|
|
|
01/19/2010
|
100
|
$21.11
|
|
|
|
01/19/2010
|
178
|
$21.14
|
|
|
|
01/19/2010
|
100
|
$21.16
|
|
|
|
01/19/2010
|
100
|
$21.18
|
|
|
|
01/19/2010
|
100
|
$21.19
|
|
In
addition, Mr.
Vining
received an award of
23,121 restricted shares of Common Stock on January 4, 2010 under the Patriot
2007 Long-Term Equity Incentive Plan (the "Plan"). The restricted stock awarded
under the Plan will ratably vest in annual installments over a period of three
years following the grant date; i.e., 33.33% of the award will be vested on the
first anniversary of the grant date, 66.66% of the award will be vested on the
second anniversary of the grant date and 100% of the award will be vested on the
third anniversary of the grant date. The restricted stock will become fully
vested if the Mr. Vining terminates employment with the Issuer because of death
or disability, or if a change in control occurs. In the event that Mr. Vining's
employment is terminated without cause or by Mr. Vining for good reason, the
restricted stock will vest with respect to the percentage of shares of Common
Stock of the Issuer that would have otherwise vested on the next vesting
date.
Mr.
Vining also received 46,242 non-qualified stock options on January 4, 2010 at an
exercise price of $15.45 per share under the Plan. The stock options
will be 33.33% exercisable on January 4, 2011, 33.33% exercisable on January 4,
2012 and 33.34% exercisable on January 4, 2013 or earlier if Mr. Vining
terminates employment with the Issuer because of death or disability, or if a
change in control occurs. In the event that Mr. Vining's employment
is terminated without cause or by Mr. Vining for good reason, the stock options
will vest and become exercisable with respect to the percentage of shares of
Common Stock of the Issuer that would have otherwise vested on the next vesting
date. Except as provided in the preceding sentence, any part of the
stock options that are not exercisable will be terminated if Mr. Vining
terminates employment with the Issuer for any reason other than death or
disability prior to the time such stock options have become vested and
exercisable. No stock options can be exercised more than ten years
after
the date of grant, but the ability to exercise the stock options may terminate
sooner upon the occurrence of certain events.
Finally,
Mr. Vining received 23,121 performance-based restricted stock units (the "RSUs")
under the Plan. The RSUs are subject to satisfaction of certain
performance-based parameters tied to total shareholder return ("TSR") relative
to a peer group (or satisfaction of a specified TSR (the "Minimum TSR")), as
described in the award agreement. The RSUs will vest on December 31,
2012, or earlier if Mr. Vining terminates employment with the Issuer because of
death or disability, or if a change in control occurs. The number of
shares reported represent the minimum number of shares that may be awarded if
the actual TSR exceeds the Minimum TSR. All unvested RSUs will be
forfeited if Mr. Vining terminates employment with the Issuer for any reason
other than death or disability, provided however, in the event that Mr. Vining's
employment is terminated without cause or by Mr. Vining for good reason, a pro
rata portion of the RSUs will vest.
Transactions by
Citigroup
Set
forth below is a list of transactions in shares of the Issuer's Common Stock,
which to the best of the knowledge of Citigroup Inc., have been effected in the
past 60 days in the ordinary course of business. Citigroup Inc.,
through its subsidiaries, engaged in the following open market transactions,
which are summarized below, to report (i) the total amount of shares that were
the subject of transactions effected on each day and (ii) the lowest and highest
price per share at which the transactions were effected:
|
|
Trade
Date
|
Purchase
or Sale
|
Quantity
|
Low
Price
|
High
Price
|
|
|
|
01/28/2010
|
Purchase
|
41,985
|
$16.71
|
$17.36
|
|
|
|
01/28/2010
|
Sale
|
46,108
|
$16.71
|
$17.35
|
|
|
|
01/27/2010
|
Purchase
|
86,351
|
$16.00
|
$17.59
|
|
|
|
01/27/2010
|
Sale
|
97,274
|
$16.00
|
$17.22
|
|
|
|
01/26/2010
|
Purchase
|
52,150
|
$16.94
|
$18.31
|
|
|
|
01/26/2010
|
Sale
|
77,369
|
$16.95
|
$18.31
|
|
|
|
01/25/2010
|
Purchase
|
56,443
|
$17.30
|
$17.92
|
|
|
|
01/25/2010
|
Sale
|
47,695
|
$17.34
|
$17.86
|
|
|
|
01/22/2010
|
Purchase
|
53,834
|
$16.75
|
$18.49
|
|
|
|
01/22/2010
|
Sale
|
60,565
|
$16.75
|
$18.48
|
|
|
|
01/21/2010
|
Purchase
|
189,045
|
$17.57
|
$19.17
|
|
|
|
01/21/2010
|
Sale
|
133,874
|
$17.57
|
$19.26
|
|
|
|
01/20/2010
|
Purchase
|
20,251
|
$20.10
|
$20.57
|
|
|
|
01/20/2010
|
Sale
|
22,690
|
$20.10
|
$20.57
|
|
|
|
01/19/2010
|
Purchase
|
254,811
|
$20.00
|
$21.17
|
|
|
|
01/19/2010
|
Sale
|
74,295
|
$20.00
|
$21.15
|
|
|
|
01/15/2010
|
Purchase
|
45,308
|
$19.75
|
$20.21
|
|
|
|
Trade
Date
|
Purchase
or Sale
|
Quantity
|
Low
Price
|
High
Price
|
|
|
|
01/15/2010
|
Sale
|
68,126
|
$12.50
|
$20.64
|
|
|
|
01/14/2010
|
Purchase
|
38,238
|
$20.55
|
$21.18
|
|
|
|
01/14/2010
|
Sale
|
59,460
|
$20.65
|
$21.22
|
|
|
|
01/13/2010
|
Purchase
|
122,336
|
$20.10
|
$21.32
|
|
|
|
01/13/2010
|
Sale
|
218,408
|
$20.12
|
$21.36
|
|
|
|
01/12/2010
|
Purchase
|
235,891
|
$19.29
|
$20.85
|
|
|
|
01/12/2010
|
Sale
|
367,748
|
$19.30
|
$20.85
|
|
|
|
01/11/2010
|
Purchase
|
172,892
|
$20.10
|
$21.93
|
|
|
|
01/11/2010
|
Sale
|
244,050
|
$20.10
|
$22.07
|
|
|
|
01/8/2010
|
Purchase
|
124,690
|
$18.86
|
$20.60
|
|
|
|
01/8/2010
|
Sale
|
115,793
|
$18.86
|
$20.60
|
|
|
|
01/7/2010
|
Purchase
|
108,634
|
$18.59
|
$19.37
|
|
|
|
01/7/2010
|
Sale
|
101,184
|
$18.59
|
$19.38
|
|
|
|
01/6/2010
|
Purchase
|
114,334
|
$18.58
|
$19.17
|
|
|
|
01/6/2010
|
Sale
|
103,963
|
$18.58
|
$19.18
|
|
|
|
01/5/2010
|
Purchase
|
63,094
|
$17.44
|
$18.38
|
|
|
|
01/5/2010
|
Sale
|
78,449
|
$17.36
|
$18.29
|
|
|
|
01/4/2010
|
Purchase
|
32,600
|
$16.37
|
$17.30
|
|
|
|
01/4/2010
|
Sale
|
27,898
|
$16.03
|
$17.30
|
|
|
|
12/31/2009
|
Purchase
|
24,858
|
$15.46
|
$15.72
|
|
|
|
12/31/2009
|
Sale
|
21,141
|
$15.46
|
$15.72
|
|
|
|
12/30/2009
|
Purchase
|
5,245
|
$15.34
|
$15.62
|
|
|
|
12/30/2009
|
Sale
|
6,014
|
$15.34
|
$15.64
|
|
|
|
12/29/2009
|
Purchase
|
22,551
|
$15.76
|
$16.48
|
|
|
|
12/29/2009
|
Sale
|
23,281
|
$15.75
|
$16.48
|
|
|
|
12/28/2009
|
Purchase
|
38,334
|
$16.20
|
$17.05
|
|
|
|
12/28/2009
|
Sale
|
52,379
|
$16.20
|
$17.05
|
|
|
|
12/24/2009
|
Purchase
|
21,619
|
$16.28
|
$16.67
|
|
|
|
Trade
Date
|
Purchase
or Sale
|
Quantity
|
Low
Price
|
High
Price
|
|
|
|
12/24/2009
|
Sale
|
26,204
|
$16.36
|
$16.65
|
|
|
|
12/23/2009
|
Purchase
|
75,982
|
$15.00
|
$16.30
|
|
|
|
12/23/2009
|
Sale
|
73,312
|
$14.85
|
$16.34
|
|
|
|
12/22/2009
|
Purchase
|
31,490
|
$14.12
|
$14.80
|
|
|
|
12/22/2009
|
Sale
|
57,845
|
$14.20
|
$14.80
|
|
|
|
12/21/2009
|
Purchase
|
44,966
|
$13.89
|
$14.55
|
|
|
|
12/21/2009
|
Sale
|
327,971
|
$13.89
|
$14.55
|
|
|
|
12/18/2009
|
Purchase
|
256,106
|
$13.78
|
$14.00
|
|
|
|
12/18/2009
|
Sale
|
441,903
|
$13.69
|
$14.08
|
|
|
|
12/17/2009
|
Purchase
|
18,711
|
$13.48
|
$13.85
|
|
|
|
12/17/2009
|
Sale
|
11,045
|
$13.50
|
$13.96
|
|
|
|
12/16/2009
|
Purchase
|
18,795
|
$13.75
|
$14.30
|
|
|
|
12/16/2009
|
Sale
|
21,131
|
$13.74
|
$14.30
|
|
|
|
12/15/2009
|
Purchase
|
36,852
|
$13.45
|
$13.80
|
|
|
|
12/15/2009
|
Sale
|
36,385
|
$13.20
|
$13.80
|
|
|
|
12/14/2009
|
Purchase
|
34,251
|
$13.00
|
$13.46
|
|
|
|
12/14/2009
|
Sale
|
31,092
|
$13.00
|
$13.45
|
|
|
|
12/11/2009
|
Purchase
|
19,404
|
$12.66
|
$12.86
|
|
|
|
12/11/2009
|
Sale
|
57,343
|
$12.66
|
$12.86
|
|
|
|
12/10/2009
|
Purchase
|
13,402
|
$12.53
|
$12.67
|
|
|
|
12/10/2009
|
Sale
|
24,714
|
$12.42
|
$12.67
|
|
|
|
12/9/2009
|
Purchase
|
10,380
|
$12.02
|
$12.31
|
|
|
|
12/9/2009
|
Sale
|
14,674
|
$12.02
|
$12.31
|
|
|
|
12/8/2009
|
Purchase
|
21,302
|
$12.00
|
$12.26
|
|
|
|
12/8/2009
|
Sale
|
21,488
|
$12.00
|
$12.27
|
|
|
|
12/7/2009
|
Purchase
|
58,341
|
$12.09
|
$12.38
|
|
|
|
12/7/2009
|
Sale
|
81,980
|
$12.10
|
$12.40
|
|
|
|
12/4/2009
|
Purchase
|
103,720
|
$11.95
|
$13.06
|
|
|
|
Trade
Date
|
Purchase
or Sale
|
Quantity
|
Low
Price
|
High
Price
|
|
|
|
12/4/2009
|
Sale
|
171,899
|
$11.95
|
$13.08
|
|
|
|
12/3/2009
|
Purchase
|
31,696
|
$12.57
|
$12.94
|
|
|
|
12/3/2009
|
Sale
|
60,565
|
$12.61
|
$12.99
|
|
|
|
12/2/2009
|
Purchase
|
35,232
|
$12.79
|
$13.00
|
|
|
|
12/2/2009
|
Sale
|
42,126
|
$12.57
|
$13.12
|
|
|
|
12/1/2009
|
Purchase
|
16,183
|
$12.40
|
$12.65
|
|
|
|
12/1/2009
|
Sale
|
16,971
|
$12.40
|
$12.74
|
|
|
|
11/30/2009
|
Purchase
|
75,830
|
$12.22
|
$12.98
|
|
|
|
11/30/2009
|
Sale
|
124,408
|
$12.17
|
$12.98
|
|
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