- Statement of Changes in Beneficial Ownership (4)
21 September 2011 - 9:09PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Expires:
November 30, 2011
Estimated average burden
hours per response...
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Hatfield Bennett K
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2. Issuer Name
and
Ticker or Trading Symbol
Patriot Coal CORP
[
PCX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
EVP & COO
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(Last)
(First)
(Middle)
C/O PATRIOT COAL CORPORATION,, 12312 OLIVE BOULEVARD, SUITE 400
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/19/2011
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(Street)
ST. LOUIS, MO 63141
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
(1)
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9/19/2011
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A
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48077
(1)
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A
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$
0
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48077
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D
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Common Stock
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9/20/2011
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P
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30000
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A
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$12.01
(2)
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78077
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Non-Qualified Stock Options
(3)
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$12.48
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9/19/2011
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A
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96154
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(3)
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(3)
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Common Stock
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96154
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$
0
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96154
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D
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Explanation of Responses:
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(
1)
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The reporting person has received an award of restricted stock under the Patriot Coal Corporation (the "Company") 2007 Long-Term Equity Incentive Plan (the "Plan"). The restricted stock 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 reporting person terminates employment with the Company because of death or disability, or if a change in control occurs. In the event that the reporting person's employment is terminated without cause or by the reporting person for good reason, the restricted stock will vest with respect to the percentage of shares of common stock of the Company that would have otherwise vested on the next vesting date.
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(
2)
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This transaction was executed in multiple trades at prices ranging from $11.95 to $12.08. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
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(
3)
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The reporting person has received an award of non-qualified stock options under the Plan. The stock options 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, and 100% of the award will be vested on the third anniversary of the grant date. The non-qualified stock options will become fully vested if the reporting person terminates employment with the Company because of death or disability, or if a change in control occurs. In the event that the reporting person's employment is terminated without cause or by the reporting person for good reason the non-qualified stock options will vest with respect to the percentage of shares of common stock of the Company that would have otherwise vested on the next vesting date. No stock options can be exercised more than ten years after the grant date.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Hatfield Bennett K
C/O PATRIOT COAL CORPORATION,
12312 OLIVE BOULEVARD, SUITE 400
ST. LOUIS, MO 63141
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EVP & COO
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Signatures
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/s/ Jacquelyn A. Jones, Attorney-in-Fact for
Bennett K. Hatfield
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9/21/2011
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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