- Statement of Changes in Beneficial Ownership (4)
05 Januar 2012 - 10:45PM
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 Number:
3235-0287
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November 30, 2011
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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
*
Ebetino Charles A JR
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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)
SVP - Global Strategy
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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)
1/3/2012
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(Street)
SAINT 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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1/3/2012
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A
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34550
(1)
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A
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$
0
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101865
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D
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Common Stock
(2)
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1/3/2012
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F
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1844
(2)
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D
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$9.13
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100021
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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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$9.13
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1/3/2012
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A
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69100
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(3)
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(3)
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Common Stock
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69100
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$
0
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69100
(4)
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D
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Restricted Stock Units
(5)
(6)
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(5)
(6)
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1/3/2012
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A
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34550
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(5)
(6)
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(5)
(6)
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Common Stock
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34550
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$
0
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34550
(7)
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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, as amended (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 and 100% of the award will be vested on the third anniversary. 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 immediately 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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On January 3, 2012, the reporting person relinquished 1,844 shares of common stock to the Company to satisfy withholding taxes upon the vesting of a restricted stock award.
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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. 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 immediately vest with respect to the percentage of underlying 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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(
4)
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Does not included non-qualified stock options with different terms and/or vesting dates.
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(
5)
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The reporting person has received an award of performance-based restricted stock units (the "RSUs") under the Plan. Subject to satisfaction of certain performance-based parameters tied to total shareholder return ("TSR") relative to a peer group as described in the award agreement, the issuance of shares underlying the RSUs will be made no later than January 15, 2015, based on a performance period ending December 31, 2014, or earlier if the reporting person terminates employment with the Company because of death or disability or if a change in control occurs. The number of shares reported represents the number of shares that will be issued if TSR target performance is satisfied.
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(
6)
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All unvested RSUs will be forfeited if the reporting person terminates employment with the Company for any reason other than death or disability, provided, however, that in the event that the reporting person's employment is terminated without cause or by the reporting person for good reason, a pro rata portion of the RSUs will vest.
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(
7)
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Does not include RSUs with different terms and/or vesting dates.
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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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Ebetino Charles A JR
C/O PATRIOT COAL CORPORATION
12312 OLIVE BOULEVARD, SUITE 400
SAINT LOUIS, MO 63141
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SVP - Global Strategy
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Signatures
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/s/ Jacquelyn A. Jones, Attorney-In-Fact for Charles A. Ebetino, Jr.
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1/5/2012
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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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