- Amended Statement of Beneficial Ownership (SC 13D/A)
21 Dezember 2010 - 10:53PM
Edgar (US Regulatory)
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.9)
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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December 15, 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
CUSIP No.
70336T 10 4
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Page
2
of
13
Pages
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1
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NAME OF REPORTING PERSON
Citigroup Capital Partners II Employee Master Fund, 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
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
OO
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5
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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
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8
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SHARED VOTING POWER
552,225
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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
552,225
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
552,225
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12
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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)
0.6%
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14
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TYPE OF REPORTING PERSON (See Instructions)
PN
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SCHEDULE 13D
1
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NAME OF REPORTING PERSON
Citigroup Private Equity LP
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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
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
OO
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5
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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
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8
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SHARED VOTING POWER
552,225
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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
552,225
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
552,225
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12
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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)
0.6%
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14
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TYPE OF REPORTING PERSON (See Instructions)
PN
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SCHEDULE 13D
1
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NAME OF REPORTING PERSON
Citigroup Alternative Investments LLC
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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)
c
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
OO
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5
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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
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8
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SHARED VOTING POWER
567,003
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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
567,003
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
567,003
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12
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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)
0.6%
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14
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TYPE OF REPORTING PERSON (See Instructions)
IA
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SCHEDULE 13D
1
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NAME OF REPORTING PERSON
Citigroup Investments Inc.
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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
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
OO
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5
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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
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8
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SHARED VOTING POWER
567,003
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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
567,003
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
567,003
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12
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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)
0.6%
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14
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TYPE OF REPORTING PERSON (See Instructions)
HC
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SCHEDULE 13D
1
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NAME OF REPORTING PERSON
Citigroup Inc.
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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
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
x
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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
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8
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SHARED VOTING POWER
628,253*
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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
628,253*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
628,253*
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12
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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)
0.7%
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14
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TYPE OF REPORTING PERSON (See Instructions)
HC
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* Includes shares held by the other Citigroup Entities.
SCHEDULE 13D
1
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NAME OF REPORTING PERSON
Howard Hughes Medical Institute
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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
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
OO
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5
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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
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NUMBER OF
SHARES
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7
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SOLE VOTING POWER
225,000
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BENEFICIALLY
OWNED BY
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8
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SHARED VOTING POWER
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EACH
REPORTING
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9
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SOLE DISPOSITIVE POWER
225,000
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PERSON
WITH
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
225,000
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12
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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)
0.2%
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14
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TYPE OF REPORTING PERSON (See Instructions)
CO
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This Amendment No. 9 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, January 21, 2009, February 11, 2010, March 8, 2010, March 12, 2010, March 18, 2010, June 17, 2010 and October 6, 2010 (the "Schedule 13D"), by the following persons (collectively, the "Reporting Persons"), to amend and supplement the Items set forth below: Citigroup Capital Partners II Employee Master Fund, L.P. ("Citigroup Employee Master Fund"), Citigroup Private Equity LP ("Citigroup PE"), Citigroup Alternative Investments LLC ("CAI"), Citigroup Investments Inc. ("CII") and Citigroup Inc. ("Citigroup" and together with Citigroup Employee Master Fund, CAI and CII, the "Citigroup Entities") and Howard Hughes Medical Institute ("HHMI"). 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 by adding the following:
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·
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Citigroup Employee Master Fund and Citigroup PE each have 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 Common Stock.
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·
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CAI and CII each have the shared power to vote, direct the voting of, dispose of and direct the disposition of 567,003 shares of Common Stock, representing approximately 0.6% of the outstanding Common Stock.
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·
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Citigroup has the shared power to vote, direct the voting of, dispose of and direct the disposition of 628,253 shares of Common Stock, representing approximately 0.7% of the outstanding Common Stock.
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·
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HHMI has the sole power to vote, direct the voting of, dispose of and direct the disposition of 225,000 shares of Common Stock, representing approximately 0.2% of the outstanding shares of Common Stock.
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Item 5(c) is hereby amended and supplemented by adding the following:
Except as previously reported, 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. 9 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: December 21, 2010
CITIGROUP CAPITAL PARTNERS II EMPLOYEE MASTER FUND, L.P.
By: Citigroup Private Equity LP, its general partner
By:
/s/ Matt Coeny
Name: Matt Coeny
Title: Authorized Signatory
CITIGROUP PRIVATE EQUITY, LP
By:
/s/ Matt Coeny
Name: Matt Coeny
Title: Authorized Signatory
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: December 21, 2010
CITIGROUP ALTERNATIVE INVESTMENTS LLC
By:
/s/ Craig Barrack
Name: Craig Barrack
Title: Secretary
CITIGROUP INVESTMENTS INC.
By:
/s/ Craig Barrack
Name: Craig Barrack
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: December 21, 2010
CITIGROUP INC.
By:
/s/ Ali L. Karshan
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: December 17, 2010
HOWARD HUGHES MEDICAL INSTITUTE
By:
/s/ Craig A. Alexander
Name: Craig A. Alexander
Title: Vice President and General Counsel
Annex D
Transactions by HHMI
Set forth below is a list of transactions in shares of the Issuer's Common Stock which, to the best of the knowledge of HHMI, have been effected in the past 60 days in the ordinary course of business through open market transactions, including (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
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Purchase or Sale
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Quantity
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Low Price
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High Price
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12/02/2010
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Sale
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45,000
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$17.56
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$17.56
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12/03/2010
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Sale
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55,000
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$17.79
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$17.79
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12/06/2010
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Sale
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100,000
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$18.23
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$18.23
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12/07/2010
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Sale
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100,000
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$18.09
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$18.09
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12/08/2010
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Sale
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100,000
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$16.48
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$16.48
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12/09/2010
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Sale
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161,600
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$16.96
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$16.96
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12/10/2010
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Sale
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170,900
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$17.04
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$17.22
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12/13/2010
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Sale
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67,500
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$17.54
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$17.54
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12/14/2010
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Sale
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95,715
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$16.92
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$16.92
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12/15/2010
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Sale
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75,000
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$16.84
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$16.84
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12/16/2010
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Sale
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100,000
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$16.35
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$16.35
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12/17/2010
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Sale
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100,000
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$16.50
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$16.50
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12/20/2010
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Sale
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100,000
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$17.129
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$17.129
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12/21/2010
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Sale
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100,000
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$18.3044
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$18.3044
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Transactions by the Citigroup Entities
Set forth below is a list of transactions in shares of the Issuer's Common Stock which, to the best of the knowledge of the Citigroup Entities, have been effected in the 60 days prior to December 16, 2010 in the ordinary course of business through open market transactions, including (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
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Purchase or Sale
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Quantity
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Low Price
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High Price
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11/09/2010
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Purchase
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36,260
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15.02
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$15.02
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11/12/2010
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Sale
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96
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$14.825
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$14.825
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12/13/2010
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Purchase
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87,390
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$17.05
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$17.05
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