Joseph Earl Micheletti Form 4 WESTMORELAND COAL / Joseph Earl Micheletti 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^*

Micheletti Joseph Earl

(Last) (First) (Middle)

9540 SOUTH MAROON CIRCLE

SUITE 200

(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)
Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2016

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)	05/18/2016		A		9,450		04/01/2017	(2)	Common Stock	9,450	(1)	9,450	D
Performance Based Restricted Stock Units	(3)	05/18/2016		A		15,750		04/01/2019	04/01/2019	Common Stock	23,625(3)	(3)	15,750	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 represents a contingent right to receive up to 1.5 shares of common stock. The units vest over approximately three years and become payable on April 1, 2019; 25% weighted based on a comparison of the company's relative total shareholder return over the vesting 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 relative total shareholder return over the vesting period to a weighted total shareholder return 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 Westmoreland's consoldated global enterprise.

Remarks:

	/s/ Jennifer S. Grafton by Power of Attorney	05/20/2016
	** 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).
** 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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