Ramaco Resources (METC) Form 4 Ramaco Resources / Jeremy R. Sussman 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Sussman Jeremy R.

(Last) (First) (Middle)

250 WEST MAIN STREET

SUITE 1900

(Street)

LEXINGTON KY 40507

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ramaco Resources, Inc. [ METC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2025

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
Class A common stock	01/31/2025		M(1)(2)		33,000	A	$0	366,184	D
Class A common stock	01/31/2025		F(3)		9,355	D	$9.64	356,829	D
Class B common stock	01/31/2025		M(1)		4,375	A	$0	77,787	D
Class B common stock	01/31/2025		F(4)		1,240	D	$8.95	76,547	D
Class B common stock	01/31/2025		M(5)		558	A	$0	77,105	D
Class B common stock	01/31/2025		F(6)		157	D	$8.81	76,948	D

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	$0(7)	01/31/2025		M(1)			21,877	(1)	(1)	Class A common stock	21,877	$0	21,877	D
Restricted Stock Units	$0(7)	01/31/2025		M(2)			11,123	(2)	(2)	Class A common stock	11,123	$0	22,246	D
Restricted Stock Units	$0(8)	01/31/2025		M(1)			4,375	(1)	(1)	Class B common stock	4,375	$0	4,376	D
Dividend Equivalent Units	$0(9)	01/31/2025		M			558	(5)	(5)	Class B common stock	558	$0	0	D

Explanation of Responses:

1. The second installment of restricted stock units granted on February 20, 2023 under the Ramaco Resources, Inc.'s (the "Company") Long Term Incentive Plan vested on January 31, 2025.

2. The first installment of restricted stock units granted on February 29, 2024 under the Company's Long Term Incentive Plan vested on January 31, 2025.

3. Shares surrendered upon vesting to satisfy tax obligations. The number of shares surrendered was based on the closing price of the Company's Class A common stock on January 30, 2025.

4. Shares surrendered upon vesting to satisfy tax obligations. The number of shares surrendered was based on the closing price of the Company's Class B common stock on January 30, 2025.

5. On November 20, 2024, the Issuer declared stock dividends of $0.1375 per share of Class A common stock and $0.2364 per share of Class B common stock, both payable in shares of the Issuer's Class B common stock on December 16, 2024 (the "December Dividend"), to shareholders of record as of the close of Nasdaq on December 2, 2024, with the amount of Class B shares to be issued per share for each respective class of stock determined by dividing the dividend amount by the closing transaction price of the Class B common stock at the close of the market on the record date ($9.96). As a result, the reporting person received 558 dividend equivalent units of Company's Class B common stock which vest at the same time as the underlying restricted stock units.

6. As a result of the December Dividend, the reporting person received 558 shares of Company's Class B common stock as of January 31, 2025 in respect of the stock dividends following settlement of the restricted stock units, of which 157 were used to satisfy tax withholding obligations. The number of shares withheld was calculated based on the closing price of the Company's Class B common stock on the date of delivery of the shares (January 31, 2025).

7. Each restricted stock unit represents a contingent right to receive one share of Class A common stock.

8. Each restricted stock unit represents a contingent right to receive one share of Class B common stock.

9. Dividend equivalent units underlying the restricted stock units listed above with respect to Class A and with respect to Class B common stock. See Footnote 5 for further detail.

	/s/ Jonathan Tyler Adkins, Attorney-in-Fact	02/03/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.