Warrior Met Coal (HCC) Form 4 WARRIOR MET COAL / Stephen D. Williams 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^*

Williams Stephen D.

(Last) (First) (Middle)

16243 HIGHWAY 216

(Street)

BROOKWOOD AL 35444

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WARRIOR MET COAL, INC. [ HCC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2018

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
Common Stock	06/01/2018		M		2,017	A	$0(1)	41,387(2)	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	(3)	06/01/2018		M			2,017	(3)	(3)	Common Stock	2,017	$0	4,036	D
Restricted Stock Units	(4)							(4)	(4)	Common Stock	13,157		13,157	D
Restricted Stock Units	(5)							(5)	(5)	Common Stock	6,302		6,302	D
Phantom Shares	(6)							(6)	(6)	Common Stock	43,580		43,580	D

Explanation of Responses:

1. Represents the settlement of restricted stock units, which settle into shares of common stock of Warrior Met Coal, Inc. on a one-for-one basis.

2. Includes (i) 8,716 shares of restricted stock granted to the reporting person on April 1, 2016 under the Warrior Met Coal, Inc. 2016 Equity Incentive Plan (the "2016 Plan"), which vest in equal installments on April 1, 2019, April 1, 2020 and April 1, 2021, and (ii) 3,876 shares of restricted stock granted to the reporting person on February 24, 2017 under the 2016 Plan, which vest in equal installments on February 24, 2019, February 24, 2020, February 24, 2021 and February 24, 2022.

3. The restricted stock units were granted under the Warrior Met Coal, Inc. 2017 Equity Incentive Plan and will be fully vested as of June 1, 2017, the date of grant. The units will settle in shares of common stock of Warrior Met Coal, Inc. on a one-for-one basis on the earliest of (i) one-third on each of the first three anniversaries of the date of grant; (ii) a change of control; (iii) the undersigned's separation from service with Warrior Met Coal, Inc. or its affiliates; or (iv) death of the undersigned.

4. The restricted stock units were granted under the Warrior Met Coal, Inc. 2017 Equity Incentive Plan and vested as of April 19, 2017, the date of grant. The units will settle in shares of common stock of Warrior Met Coal, Inc. on a one-for-one basis in a single installment on the earlier to occur of (i) a change of control or (ii) the fifth anniversary of the date of grant.

5. The restricted stock units were granted to the reporting person under the Warrior Met Coal, Inc. 2017 Equity Incentive Plan, and vest in equal installments on each of the first three anniversaries of April 23, 2018, the date of grant.

6. The phantom shares were granted under the Warrior Met Coal, LLC 2016 Equity Incentive Plan (the "2016 Plan") and vested as of April 1, 2016, the date of grant. The shares will settle in shares of common stock of Warrior Met Coal, Inc. on a one-for-one basis in a single installment on the earlier to occur of (i) a change of control or (ii) the fifth anniversary of the date of grant.

	/s/ Kelli K. Gant, by power of attorney	06/05/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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