| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 11/21/2016 | 3. Issuer Name and Ticker or Trading Symbol WESTMORELAND COAL Co [ WLB ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Restricted Stock Units | (1) | (1) | Common Stock | 3,000 | (2) | D | |
| Performance Based Restricted Stock Units | 04/01/2019(3) | 04/01/2019(3) | Common Stock | 5,000 | (2) | D | |
| Explanation of Responses: |
| 1. Grant of Restricted Stock Units on May 18, 2016. The Restricted Stock Units vest in three equal annual installments on each April 1st following the grant date. |
| 2. 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. |
| 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 attached Power of Attorney | 12/01/2016 | |
| ** 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 5 (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. | ||
