01/16/2025 | Press release | Distributed by Public on 01/16/2025 18:44
FORM 4
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|
||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
NAVARRE RICHARD A 275 TECHNOLOGY DRIVE, SUITE 101 CANONSBURG, PA 15317 |
X |
/s/ Rosemary L. Klein, Attorney-in-Fact | 01/16/2025 |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Pursuant to the Agreement and Plan of Merger, dated as of August 20, 2024 (the "Merger Agreement"), by and among Core Natural Resources, Inc. (formerly known as CONSOL Energy Inc.), a Delaware corporation (the "Company"), Mountain Range Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of the Company ("Merger Sub") and Arch Resources, Inc., a Delaware corporation ("Arch"), on January 14, 2025, Merger Sub merged with and into Arch, with Arch surviving the merger as a wholly-owned subsidiary of the Company (the "Merger"). At the effective time of the Merger (the "Effective Time"), pursuant to the Merger Agreement, each issued and outstanding share of Class A common stock, par value $0.01 per share, of Arch held by the Reporting Person automatically converted into the right to receive 1.326 shares of common stock, par value $0.01 per share, of the Company. |
(2) | (Continued from footnote 1) In addition, at the Effective Time, each restricted stock unit award and performance-based restricted stock unit award of Arch held by the Reporting Person that was outstanding immediately prior to the Effective Time fully vested, was cancelled and automatically converted into shares of common stock, par value $0.01 per share, of the Company in accordance with the terms of the Merger Agreement. As such, the number reported consists solely of unrestricted shares of common stock, par value $0.01 per share, of the Company. |