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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $ 45.05 | 02/28/2012 | A | 60,818 | 02/28/2012 | 06/15/2020 | Common shares, $0.01 par value per share | 60,818 | $ 0 | 60,818 (7) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| HARVEY J BRETT 1000 CONSOL ENERGY DRIVE CANONSBURG, PA 15317 |
X | Chairman and CEO | ||
| /s/ J. Brett Harvey by Stephanie Gill, his attorney-in-fact | 03/01/2012 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Represents the vesting and settlement of performance share units previously granted to the reporting person under the Long Term Incentive Program for the 2009-2011 performance period. |
| (2) | Represents shares withheld to satisfy the reporting person's tax liability resulting from the vesting and settlement of performance share units previously granted herein. |
| (3) | Of the 325,298 shares owned directly, 29,424 are restricted stock units and deferred shares (including dividend equivalent rights). |
| (4) | Shares in Mrs. Harvey's Amended and Restated Revocable Trust, dated December 17, 2007, in which Mr. and Mrs. Harvey serve as Trustees. |
| (5) | The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for the purposes of Section 16 or for any other purpose. |
| (6) | This number includes 142 shares acquired by the reporting person's 401 (k) account since February 22, 2012. |
| (7) | On June 15, 2010, the reporting person was granted an option to puchase up to 243,273 shares of common stock. The option generally vests in four annual installments based on the Issuer's achiement of certain performance criteria for each of the fiscal years ending December 31, 2010, 2011, 2012, and 2013. The performance criteria for 2011 were met, resulting in vesting of the option as to 60,818 shares. The total number of options vested since the grant date are 121,636. |