| 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 |
|
|||||||||||||||
|
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
PEABODY ENERGY CORP [ BTU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 08/14/2024 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| 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 | 08/14/2024 | P | 24,300 | A | (1) | 3,230,091 | I | See Footnotes(2)(3)(4) | ||
| Common Stock | 08/14/2024 | P | 48,600 | A | (1) | 1,617,455 | I | See Footnotes(2)(3)(5) | ||
| Common Stock | 08/14/2024 | P | 24,300 | A | (1) | 808,726 | I | See Footnotes(2)(3)(6) | ||
| Common Stock | 08/15/2024 | X | 31,800 | A | $23 | 1,649,255 | I | See Footnotes(2)(3)(5) | ||
| Common Stock | 08/15/2024 | X | 26,000 | A | $23 | 834,726 | I | See Footnotes(2)(3)(6) | ||
| Common Stock | 08/16/2024 | X | 20,100 | A | $23 | 1,669,355 | I | See Footnotes(2)(3)(5) | ||
|
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 | ||||||||
| Put Option (Obligation to Buy) | $23 | 08/15/2024 | X | 318 | 08/13/2024 | 08/16/2024 | Common Stock | 31,800 | $0 | 201 | I | See Footnotes(2)(3)(5) | |||
| Put Option (Obligation to Buy) | $23 | 08/15/2024 | X | 260 | 08/13/2024 | 08/16/2024 | Common Stock | 26,000 | $0 | 0 | I | See Footnotes(2)(3)(6) | |||
| Put Option (Obligation to Buy) | $23 | 08/16/2024 | X | 201 | 08/13/2024 | 08/16/2024 | Common Stock | 20,100 | $0 | 0 | I | See Footnotes(2)(3)(5) | |||
| Call Option (Right to Buy) | $27 | 08/16/2024 | S | 8,257 | 08/14/2024 | 10/18/2024 | Common Stock | 825,700 | (7) | 26,743 | I | See Footnotes(2)(3)(4) | |||
| Call Option (Right to Buy) | $27 | 08/16/2024 | S | 5,829 | 08/14/2024 | 10/18/2024 | Common Stock | 582,900 | (7) | 17,504 | I | See Footnotes(2)(3)(5) | |||
| Call Option (Right to Buy) | $27 | 08/16/2024 | S | 2,914 | 08/14/2024 | 10/18/2024 | Common Stock | 291,400 | (7) | 8,753 | I | See Footnotes(2)(3)(6) | |||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $21.81 to $21.905, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
| 2. This Form 4 is being filed by (a) Thomist Capital Management, LP (the "Manager"), (b) Thomist Capital, LLC (the "GP"), (c) The Thomist Fund, LP (the "Fund"), and (d) Brian Kuzma ("Mr. Kuzma", and collectively with the Manager, the GP and the Fund, the "Reporting Persons"). The Manager, as the investment manager of the Fund and two third-party accounts ("Managed Account 1" and "Managed Account 2") over which the Manager has voting and investment discretion. Mr. Kuzma is the managing member of the GP, which is the general partner of the Manager and the Fund. |
| 3. The filing of this statement shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, and each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. |
| 4. The securities reported are held by the Fund. The GP and Mr. Kuzma may be deemed to have a pecuniary interest in the securities held by the Fund due to and indirect profits allocation to the GP and Mr. Kuzma's interest in the Fund. |
| 5. The securities reported are held by Managed Account 1. The Reporting Persons other than the Fund may be deemed to have a pecuniary interest in the securities held by Managed Account 1 due to a performance-related fee. |
| 6. The securities reported are held by Managed Account 2. The Reporting Persons other than the Fund may be deemed to have a pecuniary interest in the securities held by Managed Account 2 due to a performance-related fee. |
| 7. These contracts were sold in two transactions at prices of $26.72 per contract for the first 15,000 contracts and $20 per contract for the remaining portion. |
| Remarks: |
| The Reporting Persons realized short-swing profits under Section 16(b) of the Securities Exchange Act of 1934, as amended, as a result of transactions in the Issuer's securities reported herein. On August 24, 2024, the Reporting Persons agreed to disgorge $25,386.48 to the Issuer, representing the short-swing profits realized by the Reporting Persons |
| THOMIST CAPITAL MANAGEMENT, LP, By: Thomist Capital, LLC, its general partner, By: /s/ Brian Kuzma, Title: Managing Member | 08/26/2024 | |
| THOMIST CAPITAL, LLC, By: /s/ Brian Kuzma, Title: Managing Member | 08/26/2024 | |
| THE THOMIST FUND, LP, By: Thomist Capital, LLC, its general partner, By: /s/ Brian Kuzma, Title: Managing Member | 08/26/2024 | |
| BRIAN KUZMA, /s/ Brian Kuzma | 08/26/2024 | |
| ** 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. | ||
