Foresight Energy (FELPQ) Form 4 Foresight Energy / Robert Eugene Murray 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^*

Murray Robert Eugene

(Last) (First) (Middle)

C/O MURRAY ENERGY CORPORATION

46226 NATIONAL ROAD

(Street)

ST. CLAIRSVILLE OH 43950

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Foresight Energy LP [ FELP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/30/2016

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

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

	Form filed by One Reporting Person
X	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
Senior Secured Second Lien Exchangeable PIK Notes due 2017	(1)(2)	08/30/2016		A(1)(2)		0(1)(2)		(1)(2)	(1)(2)	Common Units	(1)(2)	(1)(2)	0(1)(2)	I(1)(2)	See Footnotes(1)(2)
Warrants	$0.8928	12/15/2016		P		17,556		(3)	(3)	Common Units	17,556(4)	$40	17,556	I(5)	See Footnote(5)

1. Name and Address of Reporting Person^*

Murray Robert Eugene

(Last) (First) (Middle)

C/O MURRAY ENERGY CORPORATION

46226 NATIONAL ROAD

(Street)

ST. CLAIRSVILLE OH 43950

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Murray Energy Corp

(Last) (First) (Middle)

C/O MURRAY ENERGY CORPORATION

46226 NATIONAL ROAD

(Street)

ST. CLAIRSVILLE OH 43950

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Murray Energy Holdings Co.

(Last) (First) (Middle)

C/O MURRAY ENERGY CORPORATION

46226 NATIONAL ROAD

(Street)

ST. CLAIRSVILLE OH 43950

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Robert E. Murray Trust

(Last) (First) (Middle)

C/O MURRAY ENERGY CORPORATION

46226 NATIONAL ROAD

(Street)

ST. CLAIRSVILLE OH 43950

(City) (State) (Zip)

Explanation of Responses:

1. The reporting persons do not hold any Senior Secured Second Lien Exchangeable PIK Notes due 2017 (the "Exchangeable PIK Notes"). The Exchangeable PIK Notes were issued pursuant to an indenture, dated August 30, 2016, between Foresight Energy LLC, Foresight Energy Finance Corporation, the guarantors party thereto, Wilmington Trust, National Association, as trustee and American Stock Transfer & Trust Company, LLC as notes administrator and exchange agent (the "Exchangeable PIK Notes Indenture"). The reporting persons have the right to purchase all of the Exchangeable PIK Notes at any time, if they are outstanding, prior to October 2, 2017 (subject to certain circumstances set forth in the Exchangeable PIK Notes Indenture) by paying a purchase price in cash equal to 100% of the principal amount of the Exchangeable PIK Notes to be purchased, plus accrued and unpaid interest, if any, to (but excluding) the purchase date (the "Murray Purchase" and such date, the "Murray Purchase Date").

2. Immediately prior to the consummation of such a purchase of Exchangeable PIK Notes (but subject to such purchase being consummated), the exchange rate for the Exchangeable PIK Notes will automatically become the lesser of (i) the exchange rate in effect on the business day immediately prior to the Murray Purchase Date, and (ii) a number equal to one divided by 92.5% of the 30 trading day volume weighted average price on the Murray Purchase Date.

3. The warrants are exercisable at any time during the period commencing on the date the Exchangeable PIK Notes are fully redeemed or purchased pursuant to the Murray Purchase (in each case in accordance with the terms of the Exchangeable PIK Notes Indenture), and ending at 5:00 p.m. New York City time, on the date immediately preceding the tenth anniversary of such date.

4. The number of Common Units issuable upon the exercise of the warrants is subject to adjustments set forth in the Warrant Agreement, dated August 30, 3016, between Foresight Energy LP and American Stock Transfer & Trust Company, LLC, and the form of warrant therein.

5. The warrants are directly held by Murray South America, Inc. ("MSA"). Murray Energy Corporation ("MEC") owns 100% of the capital stock of MSA. Murray Energy Holdings Co. ("Holdings") owns 100% of the capital stock of MEC. Robert E. Murray Trust (the "Trust") holds 100% of the Class A Voting Common Shares of Holdings. Robert E. Murray is the settlor and trustee of the Trust. Robert E. Murray disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for the purposes of Section 16 or for any other purpose.

	ROBERT E. MURRAY /s/ Robert E. Murray	03/07/2017
	MURRAY ENERGY CORPORATION /s/ Robert E. Murray By: Robert E. Murray Title: President and Chief Executive Officer	03/07/2017
	MURRAY ENERGY HOLDINGS CO. /s/ Robert E. Murray By: Robert E. Murray Title: President and Chief Executive Officer	03/07/2017
	ROBERT E. MURRAY TRUST /s/ Robert E. Murray By: Robert E. Murray Title: Settlor and Trustee	03/07/2017
	** Signature of Reporting Person	Date
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