WASHINGTON, D.C. 20549 |
SCHEDULE 13D Under the Securities Exchange Act of 1934 |
(Amendment No.3)1 |
Patriot Coal Corporation |
(Name of Issuer) |
Common Stock, $0.01 par value per share |
(Title of Class of Securities) |
70336T 10 4 |
(CUSIP Number) |
John A. Tisdale, Esq. General Counsel ArcLight Capital Holdings, LLC 200 Clarendon Street, 55th Floor Boston, MA 02117 Telephone: (617) 531−6300 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
January 29, 2010 |
(Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 13d-1(f) or 240.13d-1(g), check the following box [ ]. |
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. |
1 The remainder of this cover page shall be filled out for a reporting person’s initial filling on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). |
1
SCHEDULE 13D
CUSIP No. 70336T 10 4 | Page 2 of 65 Pages | |||||
1 | NAME OF REPORTING PERSON ArcLight Energy Partners Fund I, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) ¨ (b) x | ||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS (See Instructions) OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
NUMBER OF SHARES | 7 | SOLE VOTING POWER | ||||
BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER 7,275,686 | ||||
EACH REPORTING | 9 | SOLE DISPOSITIVE POWER | ||||
PERSON WITH | 10 | SHARED DISPOSITIVE POWER 7,275,686 | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,275,686 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | x | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.1% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions) PN |
2
SCHEDULE 13D
CUSIP No. 70336T 10 4 | Page 3 of 65 Pages | |||||
1 | NAME OF REPORTING PERSON ArcLight Energy Partners Fund II, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) ¨ (b) x | ||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS (See Instructions) OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
NUMBER OF SHARES | 7 | SOLE VOTING POWER | ||||
BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER 5,826,141 | ||||
EACH REPORTING | 9 | SOLE DISPOSITIVE POWER | ||||
PERSON WITH | 10 | SHARED DISPOSITIVE POWER 5,826,141 | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,826,141 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | x | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.5% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions) PN |
3
SCHEDULE 13D
CUSIP No. 70336T 10 4 | Page 4 of 65 Pages | |||||
1 | NAME OF REPORTING PERSON ArcLight PEF GP, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) ¨ (b) x | ||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS (See Instructions) OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
NUMBER OF SHARES | 7 | SOLE VOTING POWER | ||||
BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER 7,275,686* | ||||
EACH REPORTING | 9 | SOLE DISPOSITIVE POWER | ||||
PERSON WITH | 10 | SHARED DISPOSITIVE POWER 7,275,686 | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,275,686 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | x | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.1% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions) CO |
* Solely in its capacity as the general partner of ArcLight Energy Partners Fund I, L.P.
4
SCHEDULE 13D
CUSIP No. 70336T 10 4 | Page 5 of 65 Pages | |||||
1 | NAME OF REPORTING PERSON ArcLight PEF GP II, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) ¨ (b) x | ||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS (See Instructions) OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
NUMBER OF SHARES | 7 | SOLE VOTING POWER | ||||
BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER 5,826,141* | ||||
EACH REPORTING | 9 | SOLE DISPOSITIVE POWER | ||||
PERSON WITH | 10 | SHARED DISPOSITIVE POWER 5,826,141 | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,826,141 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | x | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.5% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions) CO |
* Solely in its capacity as the general partner of ArcLight Energy Partners Fund II, L.P.
5
SCHEDULE 13D
CUSIP No. 70336T 10 4 | Page 6 of 65 Pages | |||||
1 | NAME OF REPORTING PERSON ArcLight Capital Holdings, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) ¨ (b) x | ||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS (See Instructions) OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
NUMBER OF SHARES | 7 | SOLE VOTING POWER | ||||
BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER 13,101,827* | ||||
EACH REPORTING | 9 | SOLE DISPOSITIVE POWER | ||||
PERSON WITH | 10 | SHARED DISPOSITIVE POWER 13,101,827 | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,101,827 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | x | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.5% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions) CO |
* Solely in its capacity as the manager of ArcLight PEF GP, LLC, the general partner of ArcLight Energy Partners Fund I, L.P. and ArcLight PEF GP II, LLC, the general partner of ArcLight Energy Partners Fund II, L.P.
6
SCHEDULE 13D
CUSIP No. 70336T 10 4 | Page 7 of 65 Pages | |||||
1 | NAME OF REPORTING PERSON Daniel R. Revers* | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) ¨ (b) x | ||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS (See Instructions) OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||||
NUMBER OF SHARES | 7 | SOLE VOTING POWER | ||||
BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER 13,101,827* | ||||
EACH REPORTING | 9 | SOLE DISPOSITIVE POWER | ||||
PERSON WITH | 10 | SHARED DISPOSITIVE POWER 13,101,827 | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,101,827 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | x | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.5% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions) IN |
* Solely in his capacity as the manager of ArcLight Capital Holdings, LLC, the manager of ArcLight PEF GP, LLC which is the general partner of ArcLight Energy Partners Fund I, L.P. and ArcLight PEF GP II, LLC, the general partner of ArcLight Energy Partners Fund II, L.P. Mr. Revers disclaims beneficial ownership of the shares of Common Stock held by the ArcLight Funds, except to the extent of his pecuniary interest in such funds.
7
SCHEDULE 13D
CUSIP No. 70336T 10 4 | Page 8 of 65 Pages | |||||
1 | NAME OF REPORTING PERSON Robb E. Turner* | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) ¨ (b) x | ||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS (See Instructions) OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||||
NUMBER OF SHARES | 7 | SOLE VOTING POWER | ||||
BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER 13,101,827* | ||||
EACH REPORTING | 9 | SOLE DISPOSITIVE POWER | ||||
PERSON WITH | 10 | SHARED DISPOSITIVE POWER 13,101,827 | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,101,827 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | x | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.5% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions) IN |
* Solely in his capacity as the manager of ArcLight Capital Holdings, LLC, the manager of ArcLight PEF GP, LLC which is the general partner of ArcLight Energy Partners Fund I, L.P. and ArcLight Energy Partners Fund II, L.P. Mr. Turner disclaims beneficial ownership of the shares of Common Stock held by the ArcLight Funds, except to the extent of his pecuniary interest in such funds.
8
SCHEDULE 13D
CUSIP No. 70336T 10 4 | Page 9 of 65 Pages | |||||
1 | NAME OF REPORTING PERSON John F. Erhard* | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) ¨ (b) x | ||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS (See Instructions) OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||||
NUMBER OF SHARES | 7 | SOLE VOTING POWER | ||||
BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER 13,101,827* | ||||
EACH REPORTING | 9 | SOLE DISPOSITIVE POWER | ||||
PERSON WITH | 10 | SHARED DISPOSITIVE POWER 13,101,827 | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,101,827 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | x | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.5% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions) IN |
* Solely in his capacity as a principal of ArcLight Capital Holdings, LLC, the manager of ArcLight PEF GP, LLC which is the general partner of ArcLight Energy Partners Fund I, L.P. and ArcLight Energy Partners Fund II, L.P. Mr. Erhard disclaims beneficial ownership of the shares of Common Stock held by the ArcLight Funds, except to the extent of his pecuniary interest in such funds.
9
SCHEDULE 13D
CUSIP No. 70336T 10 4 | Page 10 of 65 Pages | |||||
1 | NAME OF REPORTING PERSON Caisse de Dépôt et Placement du Québec | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) ¨ (b) x | ||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS (See Instructions) OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Québec, Canada | |||||
NUMBER OF SHARES | 7 | SOLE VOTING POWER 1,691,091 | ||||
BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER | ||||
EACH REPORTING | 9 | SOLE DISPOSITIVE POWER 1,691,091 | ||||
PERSON WITH | 10 | SHARED DISPOSITIVE POWER | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,691,091 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | x | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions) OO |
10
SCHEDULE 13D
CUSIP No. 70336T 10 4 | Page 11 of 65 Pages | |||||
1 | NAME OF REPORTING PERSON Cascade Investment, L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) ¨ (b) x | ||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS (See Instructions) OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Washington | |||||
NUMBER OF SHARES | 7 | SOLE VOTING POWER 2,391,231(1) | ||||
BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER | ||||
EACH REPORTING | 9 | SOLE DISPOSITIVE POWER 2,391,231(1) | ||||
PERSON WITH | 10 | SHARED DISPOSITIVE POWER | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,391,231 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | x | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.6% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions) OO |
(1) All shares of Common Stock held by Cascade Investment, L.L.C. (“Cascade”) may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade.
11
SCHEDULE 13D
CUSIP No. 70336T 10 4 | Page 12 of 65 Pages | |||||
1 | NAME OF REPORTING PERSON William H. Gates III | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) ¨ (b) x | ||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS (See Instructions) OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||||
NUMBER OF SHARES | 7 | SOLE VOTING POWER 2,391,231(1) | ||||
BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER | ||||
EACH REPORTING | 9 | SOLE DISPOSITIVE POWER 2,391,231(1) | ||||
PERSON WITH | 10 | SHARED DISPOSITIVE POWER | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,391,231 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | x | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.6% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions) IN |
(1) All shares of Common Stock held by Cascade Investment, L.L.C. (“Cascade”) may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade.
12
SCHEDULE 13D
CUSIP No. 70336T 10 4 | Page 13 of 65 Pages | |||||
1 | NAME OF REPORTING PERSON Citigroup Capital Partners II 2006 Citigroup Investment, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) ¨ (b) x | ||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS (See Instructions) OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
NUMBER OF SHARES | 7 | SOLE VOTING POWER | ||||
BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER 491,619 | ||||
EACH REPORTING | 9 | SOLE DISPOSITIVE POWER | ||||
PERSON WITH | 10 | SHARED DISPOSITIVE POWER 491,619 | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 491,619 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | x | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions) PN |
13
SCHEDULE 13D
CUSIP No. 70336T 10 4 | Page 14 of 65 Pages | |||||
1 | NAME OF REPORTING PERSON Citigroup Capital Partners II Employee Master Fund, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) ¨ (b) x | ||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS (See Instructions) OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
NUMBER OF SHARES | 7 | SOLE VOTING POWER | ||||
BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER 552,225 | ||||
EACH REPORTING | 9 | SOLE DISPOSITIVE POWER | ||||
PERSON WITH | 10 | SHARED DISPOSITIVE POWER 552,225 | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 552,225 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | x | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.6% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions) PN |
14
SCHEDULE 13D
CUSIP No. 70336T 10 4 | Page 15 of 65 Pages | |||||
1 | NAME OF REPORTING PERSON Citigroup Capital Partners II Onshore, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) ¨ (b) x | ||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS (See Instructions) OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
NUMBER OF SHARES | 7 | SOLE VOTING POWER | ||||
BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER 249,314 | ||||
EACH REPORTING | 9 | SOLE DISPOSITIVE POWER | ||||
PERSON WITH | 10 | SHARED DISPOSITIVE POWER 249,314 | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 249,314 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | x | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions) PN |
15
SCHEDULE 13D
CUSIP No. 70336T 10 4 | Page 16 of 65 Pages | |||||
1 | NAME OF REPORTING PERSON Citigroup Capital Partners II Cayman Holdings, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) ¨ (b) x | ||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS (See Instructions) OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||||
NUMBER OF SHARES | 7 | SOLE VOTING POWER | ||||
BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER 312,382 | ||||
EACH REPORTING | 9 | SOLE DISPOSITIVE POWER | ||||
PERSON WITH | 10 | SHARED DISPOSITIVE POWER 312,382 | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 312,382 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | x | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions) PN |
16
SCHEDULE 13D
CUSIP No. 70336T 10 4 | Page 17 of 65 Pages | |||||
1 | NAME OF REPORTING PERSON Citigroup Private Equity LP | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) ¨ (b) x | ||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS (See Instructions) OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
NUMBER OF SHARES | 7 | SOLE VOTING POWER | ||||
BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER 1,605,540 | ||||
EACH REPORTING | 9 | SOLE DISPOSITIVE POWER | ||||
PERSON WITH | 10 | SHARED DISPOSITIVE POWER 1,605,540 | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,605,540 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | x | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.8% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions) PN |
17
SCHEDULE 13D
CUSIP No. 70336T 10 4 | Page 18 of 65 Pages | |||||
1 | NAME OF REPORTING PERSON Citigroup Alternative Investments LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) ¨ (b) x | ||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS (See Instructions) OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
NUMBER OF SHARES | 7 | SOLE VOTING POWER | ||||
BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER 1,605,540 | ||||
EACH REPORTING | 9 | SOLE DISPOSITIVE POWER | ||||
PERSON WITH | 10 | SHARED DISPOSITIVE POWER 1,605,540 | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,605,540 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | x | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.8% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions) IA |
18
SCHEDULE 13D
CUSIP No. 70336T 10 4 | Page 19 of 65 Pages | |||||
1 | NAME OF REPORTING PERSON Citigroup Investments Inc. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) ¨ (b) x | ||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS (See Instructions) OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
NUMBER OF SHARES | 7 | SOLE VOTING POWER | ||||
BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER 1,605,540 | ||||
EACH REPORTING | 9 | SOLE DISPOSITIVE POWER | ||||
PERSON WITH | 10 | SHARED DISPOSITIVE POWER 1,605,540 | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,605,540 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | x | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.8% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions) HC |
19
SCHEDULE 13D
CUSIP No. 70336T 10 4 | Page 20 of 65 Pages | |||||
1 | NAME OF REPORTING PERSON Citigroup Inc. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) ¨ (b) x | ||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS (See Instructions) OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | x | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
NUMBER OF SHARES | 7 | SOLE VOTING POWER | ||||
BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER 1,711,876* | ||||
EACH REPORTING | 9 | SOLE DISPOSITIVE POWER | ||||
PERSON WITH | 10 | SHARED DISPOSITIVE POWER 1,711,876* | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,711,876* | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | x | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions) HC |
* Includes shares held by the other Citigroup Entities.
20
SCHEDULE 13D
CUSIP No. 70336T 10 4 | Page 21 of 65 Pages | |||||
1 | NAME OF REPORTING PERSON Howard Hughes Medical Institute | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) ¨ (b) x | ||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS (See Instructions) OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
NUMBER OF SHARES | 7 | SOLE VOTING POWER 1,595,715 | ||||
BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER | ||||
EACH REPORTING | 9 | SOLE DISPOSITIVE POWER 1,595,715 | ||||
PERSON WITH | 10 | SHARED DISPOSITIVE POWER | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,595,715 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | x | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.8% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions) CO |
21
SCHEDULE 13D
CUSIP No. 70336T 10 4 | Page 22 of 65 Pages | |||||
1 | NAME OF REPORTING PERSON The Northwestern Mutual Life Insurance Company | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) ¨ (b) x | ||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS (See Instructions) OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Wisconsin | |||||
NUMBER OF SHARES | 7 | SOLE VOTING POWER 0 | ||||
BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER | ||||
EACH REPORTING | 9 | SOLE DISPOSITIVE POWER 0 | ||||
PERSON WITH | 10 | SHARED DISPOSITIVE POWER | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | x | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions) IC |
22
SCHEDULE 13D
CUSIP No. 70336T 10 4 | Page 23 of 65 Pages | |||||
1 | NAME OF REPORTING PERSON The Board of Trustees of the Leland Stanford Junior University | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) ¨ (b) x | ||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS (See Instructions) OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION California | |||||
NUMBER OF SHARES | 7 | SOLE VOTING POWER 0 | ||||
BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER | ||||
EACH REPORTING | 9 | SOLE DISPOSITIVE POWER 0 | ||||
PERSON WITH | 10 | SHARED DISPOSITIVE POWER | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | x | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions) EP |
23
SCHEDULE 13D
CUSIP No. 70336T 10 4 | Page 24 of 65 Pages | |||||
1 | NAME OF REPORTING PERSON Paul Vining | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) ¨ (b) x | ||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS (See Instructions) OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||||
NUMBER OF SHARES | 7 | SOLE VOTING POWER 286,805 | ||||
BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER | ||||
EACH REPORTING | 9 | SOLE DISPOSITIVE POWER 286,805 | ||||
PERSON WITH | 10 | SHARED DISPOSITIVE POWER | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 286,805 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | x | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions) IN |
24
This Amendment No. 3 relates to shares of Common Stock of Patriot Coal Corporation (the "Issuer"). This Amendment is being jointly filed pursuant to a joint filing agreement attached as Exhibit 99.6 to the Schedule 13D filed on August 1, 2008 (File No. 005-83427), as amended on August 18, 2008 and January 21, 2009, by the following persons (collectively, the "Reporting Persons"), to amend and supplement the Items set forth below: ArcLight Energy Partners Fund I, L.P. ("ArcLight Fund I"), ArcLight Energy Partners Fund II, L.P. ("ArcLight Fund II", and together with ArcLight Fund I, the "ArcLight Funds"), ArcLight PEF GP, LLC ("ArcLight PEF GP"), ArcLight PEF GP II, LLC ("ArcLight PEF GP II"), ArcLight Capital Holdings, LLC ("ArcLight Capital Holdings", and together with the ArcLight Funds, ArcLight PEF GP and ArcLight PEF GP II the "ArcLight Entities"), Daniel R. Revers ("Mr. Revers"), Robb E. Turner ("Mr. Turner"), John F. Erhard (Mr. Erhard"), Caisse de Dépôt et Placement du Québec ("Caisse"), Cascade Investment, L.L.C. ("Cascade"), William H. Gates III (“Mr. Gates”), Citigroup Capital Partners II 2006 Citigroup Investment, L.P. ("Citigroup Investment"), Citigroup Capital Partners II Employee Master Fund, L.P. ("Citigroup Employee Master Fund"), Citigroup Capital Partners II Onshore, L.P. ("Citigroup Onshore"), Citigroup Capital Partners II Cayman Holdings, L.P. ("Citigroup Cayman", and together with Citigroup Investment, Citigroup Employee Master Fund, Citigroup Onshore, the "Citigroup Funds") Citigroup Private Equity LP ("Citigroup PE") Citigroup Alternative Investments LLC ("CAI"), Citigroup Investments Inc. ("CII") and Citigroup Inc. ("Citigroup" and together with Citigroup Funds, CAI and CII, the "Citigroup Entities"), Howard Hughes Medical Institute ("HHMI"), The Northwestern Mutual Life Insurance Company ("Northwestern"), The Board of Trustees of the Leland Stanford Junior University (“Stanford University”), Paul Vining ("Mr. Vining"), Timothy Elliott ("Mr. Elliott"), David Turnbull ("Mr. Turnbull"), Richard Verheij ("Mr. Verheij"), Tom McQuade ("Mr. McQuade"), B. Scott Spears ("Mr. Spears"), Keith St. Clair ("Mr. St. Clair"), Robert Bennett ("Mr. Bennett"), and Dwayne Francisco ("Mr. Francisco"). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Reporting Persons' Schedule 13D, as amended.
Item 5. Interest in Securities of the Issuer
Item 5(a) and (b) of the Schedule 13D is hereby amended and supplemented in its entirety by adding the following:
As previously disclosed, pursuant to the Letter Agreement, as amended, as of February 11, 2010, certain of the Reporting Persons that are parties to the Letter Agreement delivered an aggregate of 166,547 shares of Common Stock to Mr. Vining in satisfaction of their obligations under the Letter Agreement.
Following the delivery of such shares pursuant to the Letter Agreement, as of February 11, 2010, (i) the Reporting Persons collectively may be deemed to beneficially own 21,080,066 shares of Common Stock, representing approximately 23.3% of the outstanding shares of Common Stock (based on 90,323,753 shares of Common Stock reported by the Issuer as outstanding as of October 30, 2009) and (ii) the interests in the Common Stock of each of such Reporting Persons is as follows:
· | ArcLight Fund I has the shared power to vote, direct the voting of, dispose of and direct the disposition of 7,275,686 shares of Common Stock, representing approximately 8.1% of the outstanding shares of Common Stock. Such shares may be deemed to be owned beneficially (solely for the purposes of Rule 13d-3 under the Act) by ArcLight PEF GP and ArcLight Capital Holdings. |
· | ArcLight Fund II has the shared power to vote, direct the voting of, dispose of and direct the disposition of 5,826,141 shares of Common Stock, representing approximately 6.5% of the outstanding shares of Common Stock. Such shares may be deemed to be owned beneficially (solely for the purposes of Rule 13d-3 under the Act) by ArcLight PEF GP II and ArcLight Capital Holdings. |
· | ArcLight PEF GP, as general partner of ArcLight Fund I, and ArcLight Capital Holdings as manager of ArcLight PEF GP, may be deemed to beneficially own the shares of Common Stock held by ArcLight Fund I. ArcLight PEF GP II, as general partner of ArcLight Fund II, and ArcLight Capital Holdings as manager of ArcLight PEF GP II, may be deemed to beneficially |
25
own the shares of Common Stock held by the ArcLight Funds. In addition, Messrs. Revers and Turner, as managers of ArcLight Capital Holdings may be deemed to beneficially own the shares of Common Stock held by the ArcLight Funds. |
· | Cascade has the sole power to vote, direct the voting of, dispose of and direct the disposition of 2,391,231 shares of Common Stock, representing approximately 2.6% of the outstanding shares of Common Stock. All shares of Common Stock held by Cascade may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade. |
· | Caisse has the sole power to vote, direct the voting of, dispose of and direct the disposition of 1,691,091 shares of Common Stock, representing approximately 1.9% of the outstanding shares of Common Stock. |
· | Citigroup Investment has the shared power to vote, direct the voting of, dispose of and direct the disposition of 491,619 shares of Common Stock, representing approximately 0.5% of the outstanding shares of Common Stock. |
· | Citigroup Employee Master Fund has the shared power to vote, direct the voting of, dispose of and direct the disposition of 552,225 shares of Common Stock, representing approximately 0.6% of the outstanding shares of Common Stock |
· | Citigroup Onshore has the shared power to vote, direct the voting of, dispose of and direct the disposition of 249,314 shares of Common Stock, representing approximately 0.3% of the outstanding shares of Common Stock. |
· | Citigroup Cayman has the shared power to vote, direct the voting of, dispose of and direct the disposition of 312,382 shares of Common Stock, representing approximately 0.3% of the outstanding shares of Common Stock. |
· | Citigroup PE has the shared power to vote, direct the voting of, dispose of and direct the disposition of 1,605,540 shares of Common Stock, representing approximately 1.8% of the outstanding shares of Common Stock. |
· | CAI has the shared power to vote, direct the voting of, dispose of and direct the disposition of 1,605,540 shares of Common Stock, representing approximately 1.8% of the outstanding shares of Common Stock. |
· | CII has the shared power to vote, direct the voting of, dispose of and direct the disposition of 1,605,540 shares of Common Stock, representing approximately 1.8% of the outstanding shares of Common Stock. |
· | Citigroup has the shared power to vote, direct the voting of, dispose of and direct the disposition of 1,711,876 shares of Common Stock, representing approximately 1.9% of the outstanding shares of Common Stock |
· | HHMI has the sole power to vote, direct the voting of, dispose of and direct the disposition of 1,595,715 shares of Common Stock, representing approximately 1.8% of the outstanding shares of Common Stock. |
· | Northwestern does not have the sole power to vote, direct the voting of, dispose of and direct the disposition of any shares of Common Stock. |
· | Stanford University does not have the sole power to vote, direct the voting of, dispose of and direct the disposition of any shares of Common Stock. |
26
· | Mr. Vining has the sole power to vote, direct the voting of, dispose of and direct the disposition of 286,805 shares of Common Stock, representing approximately 0.3% of the outstanding shares of Common Stock. |
· | Mr. Elliott has the sole power to vote, direct the voting of, dispose of and direct the disposition of 74,422 shares of Common Stock, representing approximately 0.1% of the outstanding shares of Common Stock. |
· | Mr. Turnbull has the sole power to vote, direct the voting of, dispose of and direct the disposition of 32,476 shares of Common Stock, representing less than 0.1% of the outstanding shares of Common Stock. |
· | Mr. Verheij has the sole power to vote, direct the voting of, dispose of and direct the disposition of 40,916 shares of Common Stock, representing less than 0.1% of the outstanding shares of Common Stock. |
· | Mr. McQuade does not have the sole power to vote, direct the voting of, dispose of and direct the disposition of any shares of Common Stock. |
· | Mr. Spears has the sole power to vote, direct the voting of, dispose of and direct the disposition of 29,170 shares of Common Stock, representing less than 0.1% of the outstanding shares of Common Stock. |
· | Mr. St. Clair has the sole power to vote, direct the voting of, dispose of and direct the disposition of 28,932 shares of Common Stock, representing less than 0.1% of the outstanding shares of Common Stock. |
· | Mr. Bennett has the sole power to vote, direct the voting of, dispose of and direct the disposition of 95,605 shares of Common Stock, representing approximately 0.1% of the outstanding shares of Common Stock. |
· | Mr. Francisco does not have the sole power to vote, direct the voting of, dispose of and direct the disposition of any shares of Common Stock. |
Item 5(c) is hereby amended and supplemented by adding the following:
Annex D attached hereto sets forth a summary of the transactions in the Common Stock effected by certain Reporting Persons within the past 60 days.
* * * *
Each of the undersigned is responsible for the accuracy and completeness of the information in this Amendment No. 3 to Schedule 13D concerning himself or itself, and is not responsible for the accuracy or completeness of the information in this Schedule 13D concerning any other signatories.
27
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 11, 2010
ARCLIGHT ENERGY PARTNERS FUND I, L.P.
By: ArcLight PEF GP, LLC, its
General Partner
By: ArcLight Capital Holdings,
LLC, its Manager
By: | /s/Daniel R. Revers |
Name: Daniel R. Revers
Title: Manager
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 11, 2010
ARCLIGHT ENERGY PARTNERS FUND II, L.P.
By: ArcLight PEF GP II, LLC,
its General Partner
By: ArcLight Capital Holdings, LLC,
its Manager
By: | /s/Daniel R. Revers |
Name: Daniel R. Revers
Title: Manager
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 11, 2010
ARCLIGHT PEF GP, LLC
By: ArcLight Capital Holdings, LLC,
its Manager
By: | _/s/Daniel R. Revers___________________ |
Name: Daniel R. Revers
Title: Manager
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 11, 2010
ARCLIGHT PEF GP II, LLC
By: ArcLight Capital Holdings, LLC,
its Manager
By: | /s/Daniel R. Revers |
Name: Daniel R. Revers
Title: Manager
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 11, 2010
ARCLIGHT CAPITAL HOLDINGS, LLC
By: | /s/Daniel R. Revers |
Name: Daniel R. Revers
Title: Manager
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 11, 2010
/s/Daniel R. Revers |
Daniel R. Revers
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 11, 2010
/s/Robb E. Turner |
Robb E. Turner
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 11, 2010
/s/John F. Erhard |
John F. Erhard
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 11, 2010
CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC
By: | /s/Ghislain Gauthier |
Name: Ghislain Gauthier
Title: Senior Vice-President
By: | /s/Cyrille Vittecoq |
Name: Cyrille Vittecoq
Title: Vice-President, Investments
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 11, 2010
CASCADE INVESTMENT, L.L.C.
By: | /s/Alan Heuberger | |
Name: | Alan Heuberger (1) | |
Title: | Attorney-in-fact for Michael Larson, Business Manager |
(1) Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated August 12, 2008, by and on behalf of Michael Larson, and attached as Exhibit 99.1 to Amendment No. 1 to Cascade's Schedule 13D with respect to Otter Tail Corporation filed on April 15, 2009, SEC File No. 005-06638 and incorporated by reference herein.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 11, 2010
WILLIAM H. GATES III
By: | /s/Alan Heuberger | |
Name: | Alan Heuberger (1) | |
Title: | Attorney-in-fact |
(1) Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated August 12, 2008, by and on behalf of William H. Gates III, and attached as Exhibit 99.2 to Amendment No. 1 to Cascade Investment, L.L.C.’s Schedule 13D with respect to Otter Tail Corporation filed on April 15, 2009, SEC File No. 005-06638 and incorporated by reference herein.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 11, 2010
CITIGROUP CAPITAL PARTNERS II 2006
CITIGROUP INVESTMENT, L.P.
By: Citigroup Private Equity LP,
its general partner
By: | /s/Jason Ment |
Name: Jason Ment
Title: Secretary
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 11, 2010
CITIGROUP CAPITAL PARTNERS II EMPLOYEE MASTER
FUND, L.P.
By: Citigroup Private Equity LP, its
general partner
By: | /s/Jason Ment |
Name: Jason Ment
Title: Secretary
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 11, 2010
CITIGROUP CAPITAL PARTNERS II ONSHORE, L.P.
By: Citigroup Private Equity LP,
its general partner
By: | /s/Jason Ment |
Name: Jason Ment
Title: Secretary
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 11, 2010
CITIGROUP CAPITAL PARTNERS II CAYMAN
HOLDINGS, L.P.
By: Citigroup Private Equity LP,
its general partner
By: | /s/Jason Ment |
Name: Jason Ment
Title: Secretary
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 11, 2010
CITIGROUP PRIVATE EQUITY LP
By: | /s/Jason Ment |
Name: Jason Ment
Title: Secretary
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 11, 2010
CITIGROUP ALTERNATIVE INVESTMENTS LLC
By: | /s/Jason Ment |
Name: Jason Ment
Title: Assistant Secretary
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 11, 2010
CITIGROUP INVESTMENTS INC.
By: | /s/Craig Barrack |
Name: Craig Barrack
Title: Director
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 11, 2010
CITIGROUP INC.
By: | /s/Ali L. Karshan |
Name: Ali L. Karshan
Title: Assistant Secretary
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 11, 2010
HOWARD HUGHES MEDICAL INSTITUTE
By: | /s/Craig A. Alexander |
Name: Craig A. Alexander
Title: Vice President and General Counsel
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 11, 2010
THE NORTHWESTERN MUTUAL LIFE INSURANCE
COMPANY
By: | /s/Howard Stern |
Name: Howard Stern
Title: Its Authorized Representative
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 11, 2010
THE BOARD OF TRUSTEES OF THE LELAND STANFORD
JUNIOR UNIVERSITY
By: | The Stanford Management Company, |
a division thereof |
By: | /s/Mark H. Hayes |
Name: Mark H. Hayes
Title: Director of Natural Resources Investments
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 11, 2010
/s/Paul Vining
Paul Vining
Annex D
The following is a list of transactions in shares of the Issuer’s Common Stock, which to the best knowledge of the applicable Reporting Person have been effected in the past 60 days in the ordinary course of business.
Transfers Pursuant to the Letter Agreement
Set forth below is a summary of the shares of Common Stock required to be transferred by the applicable Reporting Person to Mr. Vining as of January 29, 2010 pursuant to the Letter Agreement.
ArcLight Energy Partners Fund I, LP | 53,028 | |||
ArcLight Energy Partners Fund II, LP | 42,469 | |||
Cascade Investment, LLC | 17,421 | |||
Caise de Depot et Placement du Quebec | 16,705 | |||
Citigroup Capital Partners II 2006 Citigroup Investment, LP | 3,581 | |||
Citigroup Capital Partners II Employee Master Fund, LP | 4,030 | |||
Citigroup Capital Partners II Onshore, LP | 1,815 | |||
Citigroup Capital Partners II Cayman Holdings, LP | 2,282 | |||
Howard Hughes Medical Institute | 11,625 | |||
The Northwestern Mutual Life Company | 8,844 | |||
The Board of Trustees of the Leland Stanford Junior University | 4,747 |
Sales by Caisse
Set forth below is a summary of the additional shares of Common Stock sold by Caisse in open market transactions on the dates and for the prices specified below.
Date | Quantity | Price per share | ||
01/22/2010 | 132,058 | $17.92 | ||
01/26/2010 | 300,000 | $17.94 | ||
01/26/2010 | 167,942 | $17.58 |
Acquisitions by Stanford University
On February 2, 2010, Stanford University acquired 4,747 shares of Common Stock in open market transactions at a price of $16.99 per share.
Acquisitions by Northwestern
On February 1, 2010, Northwestern acquired 8,844 shares of Common Stock in open market transactions at a price of $15.9992 per share.
Sales by Mr. Verheij
On January 8, 2010, Mr. Verheij sold 10,230 shares of Common Stock in open market transaction at a price of $20.378402 per share.
Sales by Mr. St. Clair
On December 28, 2009, Mr. St. Clair sold 2,000 shares of Common Stock in open market transactions at a price of $14.41 per share.
Transactions by Mr. Bennett
Mr. Bennett received an award of 6,358 restricted shares of Common Stock on January 4, 2010 under the Patriot 2007 Long-Term Equity Incentive Plan (the "Plan"). The restricted stock awarded under the Plan 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 of the grant date and 100% of the award will be vested on the third anniversary of the grant date. The restricted stock will become fully vested if the Mr. Bennett terminates employment with the Issuer because of death or disability, or if a change in control occurs. In the event that Mr. Bennett's employment is terminated without cause or by Mr. Bennett for good reason, the restricted stock will vest with respect to the percentage of shares of Common Stock of the Issuer that would have otherwise vested on the next vesting date.
Mr. Bennett also received 12,716 non-qualified stock options on January 4, 2010 at an exercise price of $17.30 per share under the Plan. The stock options will be 33.33% exercisable on January 4, 2011, 33.33% exercisable on January 4, 2012 and 33.34% exercisable on January 4, 2013 or earlier if Mr. Bennett terminates employment with the Issuer because of death or disability, or if a change in control occurs. In the event that Mr. Bennett's employment is terminated without cause or by Mr. Bennett for good reason, the stock options will vest and become exercisable with respect to the percentage of shares of Common Stock of the Issuer that would have otherwise vested on the next vesting date. Except as provided in the preceding sentence, any part of the stock options that are not exercisable will be terminated if Mr. Bennett terminates employment with The Issuer for any reason other than death or disability prior to the time such stock options have become vested and exercisable. No stock options can be exercised more than ten years after the date of grant, but the ability to exercise the stock options may terminate sooner upon the occurrence of certain events.
Finally, Mr. Bennett received 6,538 performance-based restricted stock units (the "RSUs") under the Plan. The RSU's granted are subject to satisfaction of certain performance-based parameters tied to total shareholder return ("TSR") relative to a peer group (or satisfaction of a specified TSR (the "Minimum TSR")), as described in the award agreement. The RSUs will vest on December 31, 2012, or earlier if Mr. Bennett terminates employment with the Issuer because of death or disability, or if a change in control occurs. The number of shares reported represent the minimum number of shares that may be awarded if the actual TSR exceeds the Minimum TSR. All unvested RSUs will be forfeited if Mr. Bennett terminates employment with the Issuer for any reason other than death or disability, provided however, in the event that Mr. Bennett's employment is terminated without cause or by Mr. Bennett for good reason, a pro rata portion of the RSUs will vest.
Transactions by Mr. Vining
Set forth below is a summary of the additional shares of Common Stock sold by Mr. Vining in open market transactions on the dates and for the prices specified below.
Date | Quantity | Per Share Price | ||
01/29/2010 | 573 | $15.45 | ||
01/29/2010 | 573 | $15.61 | ||
01/29/2010 | 573 | $15.67 | ||
01/29/2010 | 573 | $16.20 | ||
01/29/2010 | 573 | $16.25 | ||
01/29/2010 | 373 | $16.51 | ||
01/29/2010 | 200 | $16.52 | ||
01/29/2010 | 573 | $16.56 | ||
01/29/2010 | 573 | $16.63 | ||
01/29/2010 | 400 | $16.68 | ||
01/29/2010 | 173 | $16.69 | ||
01/29/2010 | 573 | $16.83 | ||
01/29/2010 | 573 | $17.14 | ||
01/29/2010 | 573 | $17.17 | ||
01/29/2010 | 573 | $17.40 | ||
01/29/2010 | 573 | $17.50 | ||
01/27/2010 | 100 | $15.99 | ||
01/27/2010 | 100 | $16.13 | ||
01/27/2010 | 100 | $16.16 | ||
01/27/2010 | 100 | $16.20 | ||
01/27/2010 | 100 | $16.25 | ||
01/27/2010 | 100 | $16.27 | ||
01/27/2010 | 100 | $16.31 | ||
01/27/2010 | 100 | $16.37 | ||
01/27/2010 | 100 | $16.43 | ||
01/27/2010 | 100 | $16.44 |
Date | Quantity | Per Share Price |
01/27/2010 | 300 | $16.45 | ||
01/27/2010 | 100 | $16.46 | ||
01/27/2010 | 300 | $16.56 | ||
01/27/2010 | 100 | $16.57 | ||
01/27/2010 | 100 | $16.59 | ||
01/27/2010 | 100 | $16.60 | ||
01/27/2010 | 200 | $16.63 | ||
01/27/2010 | 100 | $16.68 | ||
01/27/2010 | 100 | $16.71 | ||
01/27/2010 | 300 | $16.72 | ||
01/27/2010 | 100 | $16.73 | ||
01/27/2010 | 100 | $16.78 | ||
01/27/2010 | 200 | $16.85 | ||
01/27/2010 | 200 | $16.87 | ||
01/27/2010 | 500 | $16.88 | ||
01/27/2010 | 200 | $16.89 | ||
01/27/2010 | 100 | $16.90 | ||
01/27/2010 | 100 | $16.91 | ||
01/27/2010 | 200 | $16.92 | ||
01/27/2010 | 500 | $16.93 | ||
01/27/2010 | 100 | $16.94 | ||
01/27/2010 | 100 | $16.95 | ||
01/27/2010 | 200 | $16.96 | ||
01/27/2010 | 100 | $16.97 | ||
01/27/2010 | 100 | $17.00 | ||
01/27/2010 | 100 | $17.03 | ||
01/27/2010 | 100 | $17.04 | ||
01/27/2010 | 100 | $17.06 | ||
01/27/2010 | 100 | $17.10 |
Date | Quantity | Per Share Price |
01/27/2010 | 100 | $17.13 | ||
01/27/2010 | 200 | $17.15 | ||
01/27/2010 | 100 | $17.33 | ||
01/27/2010 | 100 | $17.35 | ||
01/27/2010 | 100 | $17.49 | ||
01/27/2010 | 100 | $17.54 | ||
01/27/2010 | 100 | $17.57 | ||
01/27/2010 | 100 | $17.59 | ||
01/27/2010 | 100 | $17.62 | ||
01/27/2010 | 100 | $17.65 | ||
01/28/2010 | 500 | $16.81 | ||
01/28/2010 | 1,000 | $16.95 | ||
01/28/2010 | 1,000 | $16.97 | ||
01/28/2010 | 1,000 | $16.98 | ||
01/28/2010 | 1,500 | $17.05 | ||
01/28/2010 | 800 | $17.08 | ||
01/28/2010 | 200 | $17.09 | ||
01/28/2010 | 500 | $17.22 | ||
01/28/2010 | 500 | $17.25 | ||
01/25/2010 | 100 | $17.23 | ||
01/25/2010 | 100 | $17.31 | ||
01/25/2010 | 200 | $17.36 | ||
01/25/2010 | 100 | $17.37 | ||
01/25/2010 | 100 | $17.38 | ||
01/25/2010 | 200 | $17.39 | ||
01/25/2010 | 100 | $17.41 | ||
01/25/2010 | 200 | $17.45 | ||
01/25/2010 | 200 | $17.48 | ||
01/25/2010 | 300 | $17.49 |
Date | Quantity | Per Share Price |
01/25/2010 | 100 | $17.50 | ||
01/25/2010 | 200 | $17.52 | ||
01/25/2010 | 500 | $17.53 | ||
01/25/2010 | 200 | $17.54 | ||
01/25/2010 | 400 | $17.55 | ||
01/25/2010 | 100 | $17.56 | ||
01/25/2010 | 600 | $17.57 | ||
01/25/2010 | 100 | $17.58 | ||
01/25/2010 | 200 | $17.60 | ||
01/25/2010 | 200 | $17.61 | ||
01/25/2010 | 500 | $17.62 | ||
01/25/2010 | 100 | $17.63 | ||
01/25/2010 | 400 | $17.64 | ||
01/25/2010 | 200 | $17.65 | ||
01/25/2010 | 100 | $17.66 | ||
01/25/2010 | 100 | $17.67 | ||
01/25/2010 | 100 | $17.68 | ||
01/25/2010 | 200 | $17.71 | ||
01/25/2010 | 100 | $17.72 | ||
01/25/2010 | 200 | $17.74 | ||
01/25/2010 | 100 | $17.80 | ||
01/25/2010 | 200 | $17.82 | ||
01/25/2010 | 200 | $17.84 | ||
01/25/2010 | 100 | $17.88 | ||
01/25/2010 | 200 | $17.91 | ||
01/26/2010 | 1,000 | $17.05 | ||
01/26/2010 | 400 | $17.14 | ||
01/26/2010 | 500 | $17.67 | ||
01/26/2010 | 500 | $17.71 |
Date | Quantity | Per Share Price |
01/26/2010 | 600 | $17.92 | ||
01/26/2010 | 1,000 | $17.94 | ||
01/26/2010 | 1,000 | $17.95 | ||
01/26/2010 | 1,000 | $18 | ||
01/26/2010 | 1,000 | $18.28 | ||
01/21/2010 | 100 | $17.56 | ||
01/21/2010 | 100 | $17.59 | ||
01/21/2010 | 100 | $17.61 | ||
01/21/2010 | 200 | $17.64 | ||
01/21/2010 | 200 | $17.67 | ||
01/21/2010 | 100 | $17.68 | ||
01/21/2010 | 100 | $17.69 | ||
01/21/2010 | 300 | $17.71 | ||
01/21/2010 | 100 | $17.72 | ||
01/21/2010 | 100 | $17.74 | ||
01/21/2010 | 100 | $17.75 | ||
01/21/2010 | 100 | $17.76 | ||
01/21/2010 | 100 | $17.77 | ||
01/21/2010 | 100 | $17.78 | ||
01/21/2010 | 100 | $17.79 | ||
01/21/2010 | 200 | $17.82 | ||
01/21/2010 | 100 | $17.84 | ||
01/21/2010 | 200 | $17.86 | ||
01/21/2010 | 200 | $17.87 | ||
01/21/2010 | 200 | $17.88 | ||
01/21/2010 | 200 | $17.91 | ||
01/21/2010 | 100 | $17.92 | ||
01/21/2010 | 200 | $17.95 | ||
01/21/2010 | 100 | $17.97 |
Date | Quantity | Per Share Price |
01/21/2010 | 100 | $17.98 | ||
01/21/2010 | 200 | $17.99 | ||
01/21/2010 | 300 | $18.00 | ||
01/21/2010 | 100 | $18.01 | ||
01/21/2010 | 100 | $18.03 | ||
01/21/2010 | 100 | $18.04 | ||
01/21/2010 | 200 | $18.05 | ||
01/21/2010 | 200 | $18.06 | ||
01/21/2010 | 100 | $18.12 | ||
01/21/2010 | 100 | $18.13 | ||
01/21/2010 | 100 | $18.15 | ||
01/21/2010 | 100 | $18.17 | ||
01/21/2010 | 100 | $18.18 | ||
01/21/2010 | 100 | $18.23 | ||
01/21/2010 | 100 | $18.33 | ||
01/21/2010 | 100 | $18.34 | ||
01/21/2010 | 100 | $18.47 | ||
01/21/2010 | 100 | $18.51 | ||
01/21/2010 | 200 | $18.53 | ||
01/21/2010 | 100 | $18.68 | ||
01/21/2010 | 100 | $18.7 | ||
01/21/2010 | 100 | $18.72 | ||
01/21/2010 | 100 | $18.86 | ||
01/21/2010 | 100 | $18.87 | ||
01/21/2010 | 100 | $19.02 | ||
01/21/2010 | 100 | $19.03 | ||
01/21/2010 | 100 | $19.15 | ||
01/21/2010 | 100 | $19.16 | ||
01/21/2010 | 100 | $19.21 |
Date | Quantity | Per Share Price |
01/21/2010 | 100 | $19.32 | ||
01/22/2010 | 500 | $17 | ||
01/22/2010 | 500 | $17.1 | ||
01/22/2010 | 500 | $17.35 | ||
01/22/2010 | 500 | $17.38 | ||
01/22/2010 | 500 | $17.48 | ||
01/22/2010 | 500 | $17.49 | ||
01/22/2010 | 500 | $17.96 | ||
01/22/2010 | 2,000 | $18.33 | ||
01/22/2010 | 300 | $18.35 | ||
01/22/2010 | 1,200 | $18.38 | ||
01/20/2010 | 500 | $20.16 | ||
01/20/2010 | 500 | $20.19 | ||
01/20/2010 | 500 | $20.2 | ||
01/20/2010 | 2,000 | $20.21 | ||
01/20/2010 | 1,000 | $20.22 | ||
01/20/2010 | 900 | $20.24 | ||
01/20/2010 | 500 | $20.25 | ||
01/20/2010 | 100 | $20.26 | ||
01/20/2010 | 500 | $20.35 | ||
01/20/2010 | 500 | $20.57 | ||
01/15/2010 | 1,000 | $20.15 | ||
01/15/2010 | 500 | $20.03 | ||
01/15/2010 | 500 | $20.06 | ||
01/15/2010 | 1,000 | $20.07 | ||
01/15/2010 | 500 | $20.08 | ||
01/15/2010 | 1,000 | $20.1 | ||
01/15/2010 | 2,000 | $20.11 | ||
01/15/2010 | 500 | $20.64 |
Date | Quantity | Per Share Price |
01/19/2010 | 100 | $20.02 | ||
01/19/2010 | 100 | $20.07 | ||
01/19/2010 | 100 | $20.15 | ||
01/19/2010 | 100 | $20.22 | ||
01/19/2010 | 100 | $20.26 | ||
01/19/2010 | 100 | $20.27 | ||
01/19/2010 | 100 | $20.28 | ||
01/19/2010 | 100 | $20.31 | ||
01/19/2010 | 100 | $20.33 | ||
01/19/2010 | 200 | $20.34 | ||
01/19/2010 | 300 | $20.36 | ||
01/19/2010 | 100 | $20.37 | ||
01/19/2010 | 200 | $20.38 | ||
01/19/2010 | 200 | $20.39 | ||
01/19/2010 | 100 | $20.4 | ||
01/19/2010 | 100 | $20.43 | ||
01/19/2010 | 100 | $20.44 | ||
01/19/2010 | 100 | $20.46 | ||
01/19/2010 | 200 | $20.48 | ||
01/19/2010 | 200 | $20.49 | ||
01/19/2010 | 200 | $20.5 | ||
01/19/2010 | 100 | $20.53 | ||
01/19/2010 | 100 | $20.54 | ||
01/19/2010 | 100 | $20.55 | ||
01/19/2010 | 100 | $20.57 | ||
01/19/2010 | 200 | $20.61 | ||
01/19/2010 | 200 | $20.62 | ||
01/19/2010 | 100 | $20.63 | ||
01/19/2010 | 100 | $20.66 |
Date | Quantity | Per Share Price |
01/19/2010 | 200 | $20.69 | ||
01/19/2010 | 100 | $20.79 | ||
01/19/2010 | 100 | $20.82 | ||
01/19/2010 | 200 | $20.89 | ||
01/19/2010 | 100 | $20.9 | ||
01/19/2010 | 200 | $20.92 | ||
01/19/2010 | 100 | $20.93 | ||
01/19/2010 | 100 | $20.97 | ||
01/19/2010 | 100 | $21.01 | ||
01/19/2010 | 100 | $21.04 | ||
01/19/2010 | 100 | $21.06 | ||
01/19/2010 | 100 | $21.09 | ||
01/19/2010 | 100 | $21.11 | ||
01/19/2010 | 178 | $21.14 | ||
01/19/2010 | 100 | $21.16 | ||
01/19/2010 | 100 | $21.18 | ||
01/19/2010 | 100 | $21.19 |
In addition, Mr. Vining received an award of 23,121 restricted shares of Common Stock on January 4, 2010 under the Patriot 2007 Long-Term Equity Incentive Plan (the "Plan"). The restricted stock awarded under the Plan 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 of the grant date and 100% of the award will be vested on the third anniversary of the grant date. The restricted stock will become fully vested if the Mr. Vining terminates employment with the Issuer because of death or disability, or if a change in control occurs. In the event that Mr. Vining's employment is terminated without cause or by Mr. Vining for good reason, the restricted stock will vest with respect to the percentage of shares of Common Stock of the Issuer that would have otherwise vested on the next vesting date.
Mr. Vining also received 46,242 non-qualified stock options on January 4, 2010 at an exercise price of $15.45 per share under the Plan. The stock options will be 33.33% exercisable on January 4, 2011, 33.33% exercisable on January 4, 2012 and 33.34% exercisable on January 4, 2013 or earlier if Mr. Vining terminates employment with the Issuer because of death or disability, or if a change in control occurs. In the event that Mr. Vining's employment is terminated without cause or by Mr. Vining for good reason, the stock options will vest and become exercisable with respect to the percentage of shares of Common Stock of the Issuer that would have otherwise vested on the next vesting date. Except as provided in the preceding sentence, any part of the stock options that are not exercisable will be terminated if Mr. Vining terminates employment with the Issuer for any reason other than death or disability prior to the time such stock options have become vested and exercisable. No stock options can be exercised more than ten years
after the date of grant, but the ability to exercise the stock options may terminate sooner upon the occurrence of certain events.
Finally, Mr. Vining received 23,121 performance-based restricted stock units (the "RSUs") under the Plan. The RSUs are subject to satisfaction of certain performance-based parameters tied to total shareholder return ("TSR") relative to a peer group (or satisfaction of a specified TSR (the "Minimum TSR")), as described in the award agreement. The RSUs will vest on December 31, 2012, or earlier if Mr. Vining terminates employment with the Issuer because of death or disability, or if a change in control occurs. The number of shares reported represent the minimum number of shares that may be awarded if the actual TSR exceeds the Minimum TSR. All unvested RSUs will be forfeited if Mr. Vining terminates employment with the Issuer for any reason other than death or disability, provided however, in the event that Mr. Vining's employment is terminated without cause or by Mr. Vining for good reason, a pro rata portion of the RSUs will vest.
Transactions by Citigroup
Set forth below is a list of transactions in shares of the Issuer's Common Stock, which to the best of the knowledge of Citigroup Inc., have been effected in the past 60 days in the ordinary course of business. Citigroup Inc., through its subsidiaries, engaged in the following open market transactions, which are summarized below, to report (i) the total amount of shares that were the subject of transactions effected on each day and (ii) the lowest and highest price per share at which the transactions were effected:
Trade Date | Purchase or Sale | Quantity | Low Price | High Price | ||
01/28/2010 | Purchase | 41,985 | $16.71 | $17.36 | ||
01/28/2010 | Sale | 46,108 | $16.71 | $17.35 | ||
01/27/2010 | Purchase | 86,351 | $16.00 | $17.59 | ||
01/27/2010 | Sale | 97,274 | $16.00 | $17.22 | ||
01/26/2010 | Purchase | 52,150 | $16.94 | $18.31 | ||
01/26/2010 | Sale | 77,369 | $16.95 | $18.31 | ||
01/25/2010 | Purchase | 56,443 | $17.30 | $17.92 | ||
01/25/2010 | Sale | 47,695 | $17.34 | $17.86 | ||
01/22/2010 | Purchase | 53,834 | $16.75 | $18.49 | ||
01/22/2010 | Sale | 60,565 | $16.75 | $18.48 | ||
01/21/2010 | Purchase | 189,045 | $17.57 | $19.17 | ||
01/21/2010 | Sale | 133,874 | $17.57 | $19.26 | ||
01/20/2010 | Purchase | 20,251 | $20.10 | $20.57 | ||
01/20/2010 | Sale | 22,690 | $20.10 | $20.57 | ||
01/19/2010 | Purchase | 254,811 | $20.00 | $21.17 | ||
01/19/2010 | Sale | 74,295 | $20.00 | $21.15 | ||
01/15/2010 | Purchase | 45,308 | $19.75 | $20.21 |
Trade Date | Purchase or Sale | Quantity | Low Price | High Price |
01/15/2010 | Sale | 68,126 | $12.50 | $20.64 | ||
01/14/2010 | Purchase | 38,238 | $20.55 | $21.18 | ||
01/14/2010 | Sale | 59,460 | $20.65 | $21.22 | ||
01/13/2010 | Purchase | 122,336 | $20.10 | $21.32 | ||
01/13/2010 | Sale | 218,408 | $20.12 | $21.36 | ||
01/12/2010 | Purchase | 235,891 | $19.29 | $20.85 | ||
01/12/2010 | Sale | 367,748 | $19.30 | $20.85 | ||
01/11/2010 | Purchase | 172,892 | $20.10 | $21.93 | ||
01/11/2010 | Sale | 244,050 | $20.10 | $22.07 | ||
01/8/2010 | Purchase | 124,690 | $18.86 | $20.60 | ||
01/8/2010 | Sale | 115,793 | $18.86 | $20.60 | ||
01/7/2010 | Purchase | 108,634 | $18.59 | $19.37 | ||
01/7/2010 | Sale | 101,184 | $18.59 | $19.38 | ||
01/6/2010 | Purchase | 114,334 | $18.58 | $19.17 | ||
01/6/2010 | Sale | 103,963 | $18.58 | $19.18 | ||
01/5/2010 | Purchase | 63,094 | $17.44 | $18.38 | ||
01/5/2010 | Sale | 78,449 | $17.36 | $18.29 | ||
01/4/2010 | Purchase | 32,600 | $16.37 | $17.30 | ||
01/4/2010 | Sale | 27,898 | $16.03 | $17.30 | ||
12/31/2009 | Purchase | 24,858 | $15.46 | $15.72 | ||
12/31/2009 | Sale | 21,141 | $15.46 | $15.72 | ||
12/30/2009 | Purchase | 5,245 | $15.34 | $15.62 | ||
12/30/2009 | Sale | 6,014 | $15.34 | $15.64 | ||
12/29/2009 | Purchase | 22,551 | $15.76 | $16.48 | ||
12/29/2009 | Sale | 23,281 | $15.75 | $16.48 | ||
12/28/2009 | Purchase | 38,334 | $16.20 | $17.05 | ||
12/28/2009 | Sale | 52,379 | $16.20 | $17.05 | ||
12/24/2009 | Purchase | 21,619 | $16.28 | $16.67 |
Trade Date | Purchase or Sale | Quantity | Low Price | High Price |
12/24/2009 | Sale | 26,204 | $16.36 | $16.65 | ||
12/23/2009 | Purchase | 75,982 | $15.00 | $16.30 | ||
12/23/2009 | Sale | 73,312 | $14.85 | $16.34 | ||
12/22/2009 | Purchase | 31,490 | $14.12 | $14.80 | ||
12/22/2009 | Sale | 57,845 | $14.20 | $14.80 | ||
12/21/2009 | Purchase | 44,966 | $13.89 | $14.55 | ||
12/21/2009 | Sale | 327,971 | $13.89 | $14.55 | ||
12/18/2009 | Purchase | 256,106 | $13.78 | $14.00 | ||
12/18/2009 | Sale | 441,903 | $13.69 | $14.08 | ||
12/17/2009 | Purchase | 18,711 | $13.48 | $13.85 | ||
12/17/2009 | Sale | 11,045 | $13.50 | $13.96 | ||
12/16/2009 | Purchase | 18,795 | $13.75 | $14.30 | ||
12/16/2009 | Sale | 21,131 | $13.74 | $14.30 | ||
12/15/2009 | Purchase | 36,852 | $13.45 | $13.80 | ||
12/15/2009 | Sale | 36,385 | $13.20 | $13.80 | ||
12/14/2009 | Purchase | 34,251 | $13.00 | $13.46 | ||
12/14/2009 | Sale | 31,092 | $13.00 | $13.45 | ||
12/11/2009 | Purchase | 19,404 | $12.66 | $12.86 | ||
12/11/2009 | Sale | 57,343 | $12.66 | $12.86 | ||
12/10/2009 | Purchase | 13,402 | $12.53 | $12.67 | ||
12/10/2009 | Sale | 24,714 | $12.42 | $12.67 | ||
12/9/2009 | Purchase | 10,380 | $12.02 | $12.31 | ||
12/9/2009 | Sale | 14,674 | $12.02 | $12.31 | ||
12/8/2009 | Purchase | 21,302 | $12.00 | $12.26 | ||
12/8/2009 | Sale | 21,488 | $12.00 | $12.27 | ||
12/7/2009 | Purchase | 58,341 | $12.09 | $12.38 | ||
12/7/2009 | Sale | 81,980 | $12.10 | $12.40 | ||
12/4/2009 | Purchase | 103,720 | $11.95 | $13.06 |
Trade Date | Purchase or Sale | Quantity | Low Price | High Price |
12/4/2009 | Sale | 171,899 | $11.95 | $13.08 | ||
12/3/2009 | Purchase | 31,696 | $12.57 | $12.94 | ||
12/3/2009 | Sale | 60,565 | $12.61 | $12.99 | ||
12/2/2009 | Purchase | 35,232 | $12.79 | $13.00 | ||
12/2/2009 | Sale | 42,126 | $12.57 | $13.12 | ||
12/1/2009 | Purchase | 16,183 | $12.40 | $12.65 | ||
12/1/2009 | Sale | 16,971 | $12.40 | $12.74 | ||
11/30/2009 | Purchase | 75,830 | $12.22 | $12.98 | ||
11/30/2009 | Sale | 124,408 | $12.17 | $12.98 |