SEC Info - CONSOL Energy Inc. - ‘3’ for 11/28/17 re: CONSOL Coal Resources LP

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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

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1. Name and Address of Reporting Person^*

CONSOL Energy Inc.

(Last)

(First)

(Middle)

1000 CONSOL ENERGY DRIVE, SUITE 100

(Street)

CANONSBURG

15317

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/28/17

3. Issuer Name and Ticker or Trading Symbol
CONSOL Coal Resources LP [ CCR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units (Limited Partner Interests)	5,006,496 ⁽¹⁾ ⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Subordinated Units (Limited Partner Interests)	⁽³⁾	⁽³⁾	Common Units	11,611,067 ⁽¹⁾ ⁽²⁾	⁽³⁾	D

Explanation of Responses:

(1) On November 28, 2017, the Reporting Person (CONSOL Energy Inc.) ("CEIX") separated from its parent CNX Resources Corp. ("CNX") into an independent, publicly traded coal company through a pro rata distribution of all of CEIX's common stock to CNX's stockholders (the "Separation"). In connection with the Separation, CNX transferred all of the ownership interests that it directly and indirectly held in the Issuer to the Reporting Person. These interests include (i) 5,006,496 common units of the Issuer, (ii) 11,611,067 subordinated units of the Issuer, and (iii) a 1.7% general partner interest in the Issuer. The 1.7% general partner interest is held directly by the Issuer's general partner, CONSOL Coal Resources GP LLC (the "General Partner"). As part of the Separation, all of the ownership interests in the General Partner were transferred to the Reporting Person and the General Partner is now a wholly owned subsidiary of the Reporting Person.

(2) (Continued from Footnote 1) As part of the Separation, the General Partner transferred all of the incentive distribution rights that it held in the Issuer directly to the Reporting Person. All of the interests in the Issuer have the rights as described in CONSOL Coal Resources LP's Third Amended and Restated Agreement of Limited Partnership dated as of November 28, 2017 (a copy of which was filed as Exhibit 3.2 to the Form 8-K filed by the Issuer on December 4, 2017).

(3) Each subordinated unit will convert into one common unit upon the expiration of the Subordination Period, as described in CONSOL Coal Resources LP's Third Amended and Restated Limited Partnership Agreement dated as of November 28, 2017.

Remarks:

	/s/ Martha A. Wiegand, General Counsel & Secretary	12/7/17
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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CONSOL Energy Inc. – ‘3’ for 11/28/17 re: CONSOL Coal Resources LP

On: Thursday, 12/7/17, at 9:51pm ET · For: 11/28/17 · Accession #: 899243-17-28205 · File #: 1-37456

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34
Filing Table of Contents

This ‘3’ Document is an XML Data File that may be rendered in various formats:

CONSOL Energy Inc. – ‘3’ for 11/28/17 re: CONSOL Coal Resources LP

On: Thursday, 12/7/17, at 9:51pm ET · For: 11/28/17 · Accession #: 899243-17-28205 · File #: 1-37456

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34Filing Table of Contents

This ‘3’ Document is an XML Data File that may be rendered in various formats:

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34
Filing Table of Contents