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FORM 4
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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
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OMB APPROVAL
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| Estimated average burden hours per response... | 0.5 |
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(Print or Type Responses)
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1. Name and Address of Reporting Person *
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| SCHELLER WALTER J |
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2. Issuer Name and Ticker or Trading Symbol
WARRIOR MET COAL, INC. [HCC]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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__X__ Director
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_____ 10% Owner
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__X__ Officer (give title below)
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_____ Other (specify below)
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Chief Executive Officer
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16243 HIGHWAY 216 |
3. Date of Earliest Transaction (Month/Day/Year)
02/13/2020 |
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BROOKWOOD, AL 35444 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
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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. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction 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 | 02/13/2020 |
| A (1) |
| 37,713 | A |
$
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| 82,467 (2) | D |
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| Common Stock | 02/13/2020 |
| F (3) |
| 11,070 | D |
$20.84 | 71,397 (2) | D |
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| 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) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction 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
(Month/Day/Year)
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7. Title and Amount of Underlying Securities
(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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| Restricted Stock Units | (4) |
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(4) |
(4) | Common Stock | 8,173 |
| 8,173 | D |
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| Restricted Stock Units | (5) |
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(5) |
(5) | Common Stock | 5,661 |
| 5,661 | D |
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| Restricted Stock Units | (6) |
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(6) |
(6) | Common Stock | 13,196 |
| 13,196 | D |
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| Restricted Stock Units | (7) | 02/13/2020 |
| A |
| 26,620 |
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(7) |
(7) | Common Stock | 26,620 |
$
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| 26,620 | D |
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Reporting Owners
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
SCHELLER WALTER J
16243 HIGHWAY 216
BROOKWOOD, AL 35444 |
X
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Chief Executive Officer |
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Signatures
| /s/ Kelli K. Gant, by power of attorney | |
02/18/2020 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | 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) | Represents the issuance of (i) 11,322 shares of common stock of the issuer earned pursuant to the performance-based restricted stock units granted to the reporting person on March 5, 2018 and (ii) 26,391 shares of common stock of the issuer earned pursuant to the performance-based restricted stock units granted to the reporting person on February 8, 2019, each based on the issuer's performance during the performance period from January 1, 2019 through December 31, 2019. This transaction is exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-3(d) thereunder. |
| (2) | Includes 31,378 shares of restricted stock granted to the reporting person on April 1, 2016 under the Warrior Met Coal, Inc. 2016 Equity Incentive Plan, which vest in equal installments on April 1, 2020 and April 1, 2021. |
| (3) | Represents the withholding of shares for tax purposes. |
| (4) | The restricted stock units were granted under the Warrior Met Coal, Inc. 2017 Equity Incentive Plan and were fully vested as of June 1, 2017, the date of grant. The units will settle in shares of common stock of Warrior Met Coal, Inc. on a one-for-one basis on the earliest of (i) one-third on each of the first three anniversaries of the date of grant; (ii) a change of control; (iii) the reporting person's separation from service with Warrior Met Coal, Inc. or its affiliates; or (iv) death of the reporting person. |
| (5) | The restricted stock units were granted to the reporting person under the Warrior Met Coal, Inc. 2017 Equity Incentive Plan, and vest in equal installments on each of the first three anniversaries of March 5, 2018, the date of grant. |
| (6) | The restricted stock units were granted to the reporting person under the Warrior Met Coal, Inc. 2017 Equity Incentive Plan, and vest in equal installments on each of the first three anniversaries of February 8, 2019, the date of grant. |
| (7) | The restricted stock units were granted to the reporting person under the Warrior Met Coal, Inc. 2017 Equity Incentive Plan, and vest in equal installments on each of the first three anniversaries of February 13, 2020, the date of grant. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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