WESTMORELAND COAL (WLBAQ) Form 4 WESTMORELAND COAL / Nathan M. Troup ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Troup Nathan M.

(Last) (First) (Middle)

9540 SOUTH MAROON CIRCLE SUITE 300

(Street)

ENGLEWOOD CO 80112

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WESTMORELAND COAL Co [ WLB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2017

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

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)	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 Securities Underlying Derivative Security (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: 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
Restricted Stock Units	(1)	06/23/2017		A		6,775		04/01/2018	(2)	Restricted Stock Units	6,775	(1)	6,775	D
Performance Based Restricted Stock Units	(3)	06/23/2017		A		11,292		04/01/2020	04/01/2020	Common Stock	11,292	(3)	11,292	D
Cash Units	(4)	06/23/2017		A		4,517		04/01/2018	(4)	Common Stock	4,517	(4)	4,517	D

Explanation of Responses:

1. Each Restricted Stock Unit represents a contingent right to receive one share of common stock payable in common stock, cash or a combination thereof at the discretion of the Compensation and Benefits Committee.

2. The Restricted Stock Units vest in three equal annual installments beginning on April 1st following the grant date.

3. Each Performance Based Restricted Stock Unit ("PBRSU") represents a contingent right to receive up to 1.5 shares of common stock or the economic equivalent thereof. Units vest over three years and may become payable on April 1, 2020; achievement is 25% weighted based on a comparison of the company's relative total shareholder return ("TSR") over the performance period to a weighted total shareholder return during such period of companies in the Russell 3000 Index; 25% weighted based on a comparison of the company's TSR over the performance period to a weighted TSR during such period of certain companies in the Market Vectors Global Coal Index with principal places of business in the US, Australia or Canada; and 50% weighted based on a three-year free cash flow goal for the Company's consolidated enterprise. For achievement between 100% and 150% of target performance, the PBRSU will be settled solely in cash.

4. Each Cash Unit is settled solely in cash upon vesting and represents the economic equivalent of one share of the Issuer's common stock. These Cash Units vest in three equal installments on April 1, 2018, 2019 and 2020.

Remarks:

	/s/ Jennifer S. Grafton by Power of Attorney	06/27/2017
	** 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 4 (b)(v).
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