SEC Form 3
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)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/01/2023 |
3. Issuer Name and Ticker or Trading Symbol
Alpha Metallurgical Resources, Inc. [ AMR ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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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) |
Common Stock, par value $0.01 per share(1) | 782,788 | I | By Percy Rockdale LLC(2) |
Common Stock, par value $0.01 per share(1) | 1,589 | I | By MG Capital Management, Ltd.(3) |
Common Stock, par value $0.01 per share(1) | 590,449 | I | By Continental General Insurance Company(4) |
Common Stock, par value $0.01 per share(1) | 3,622 | I | By Spouse(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 | ||||
Series A Warrant | (6) | 07/26/2023 | Common Stock, par value $0.01 per share | 4,164 | 55.93 | I | By Percy Rockdale LLC(2) |
Series A Warrant | (6) | 07/26/2023 | Common Stock, par value $0.01 per share | 98 | 55.93 | I | By MG Capital Management, Ltd.(3) |
Series A Warrant | (6) | 07/26/2023 | Common Stock, par value $0.01 per share | 720 | 55.93 | I | By Spouse(5) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. This Form 3 is filed jointly by Percy Rockdale LLC ("Percy Rockdale"), MG Capital Management, Ltd. ("MG Capital Management"), Continental General Insurance Company ("CGIC"), Continental Insurance Group, Ltd. ("CIG"), Continental General Holdings LLC ("CGH") and Michael Gorzynski (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
2. Represents securities directly held by Percy Rockdale. As the sole Manager of Percy Rockdale, Mr. Gorzynski may be deemed to beneficially own the securities reported herein as beneficially owned directly by Percy Rockdale. |
3. Represents securities directly held by MG Capital Management. As the sole Director of MG Capital Management, Mr. Gorzynski may be deemed to beneficially own the securities reported herein as beneficially owned directly by MG Capital Management. |
4. Represents securities directly held by CGIC. CIG serves as the parent operating company of CGIC. CGH serves as an investment holding company and the sole owner of CIG. Mr. Gorzynski serves as the Manager of CGH. By virtue of the foregoing relationships, each of CIG, CGH and Mr. Gorzynski may be deemed to beneficially own the securities reported herein as beneficially owned directly by CGIC. |
5. Represents securities directly held by Mr. Gorzynski's wife. Mr. Gorzynski disclaims beneficial ownership of the securities reported herein as beneficially owned directly by his wife except to the extent of his pecuniary interest therein, and this report shall not be deemed to be an admission that Mr. Gorzynski is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
6. The Series A Warrants are exercisable as of the date hereof and were exercisable commencing from the date of their original issuance on July 26, 2016. |
Remarks: |
Mr. Gorzynski is a director of the Issuer. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons (other than Mr. Gorzynski) may be deemed a director by deputization by virtue of Mr. Gorzynski's service on the Board of Directors of the Issuer. |
/s/ Michael Gorzynski | 01/11/2023 | |
Percy Rockdale LLC; By: /s/ Michael Gorzynski, Sole Manager | 01/11/2023 | |
MG Capital Management, Ltd.; By: /s/ Michael Gorzynski, Sole Director | 01/11/2023 | |
Continental General Insurance Company; By: /s/ Michael Gorzynski, Executive Chairman | 01/11/2023 | |
Continental Insurance Group, Ltd.; By: /s/ Michael Gorzynski, Chairman & President | 01/11/2023 | |
Continental General Holdings, LLC; By: /s/ Michael Gorzynski, Manager | 01/11/2023 | |
** 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. |