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 |
|
1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 04/12/2018 | 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)
|
Table I - Non-Derivative Securities Beneficially Owned | |||
---|---|---|---|
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 | 350 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
---|---|---|---|---|---|---|---|
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 | ||||
Restrcited Stock Units(1) | 04/01/2018 | 04/01/2020 | Common Stock | 757 | (2) | D | |
Performance Based Restricted Stock Units(3) | 04/01/2020 | 04/01/2020 | Common Stock | 1,988 | (3) | D | |
Cash Units(4) | 04/01/2018 | 04/01/2020 | Common Stock | 505 | (5) | D |
Explanation of Responses: |
1. 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. |
2. The Restricted Stock Units vest in three equal annual installments beginning on April 1st following the grant date. |
3. Each Performance Based Restricted Stock Unit ("PBRSU") represents a contingent right to receive up to 1.5 shares of common stock or the economic equivalent thereof. Units vest over three years and may become payable on April 1, 2020; achievement is 25% weighted based on a comparison of the company's relative total shareholder return ("TSR") over the performance 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 TSR over the performance period to a weighted TSR 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 the Company's consolidated enterprise. For achievement between 100% and 150% of target performance, the PBRSU will be settled solely in cash. |
4. Each Cash Unit was the economic equivalent of one share of the Issuer's common stock and automatically settled in cash pursuant to its terms. |
5. Each Cash Unit is settled solely in cash upon vesting and represents the economic equivalent of one share of the Issuer's common stock. These Cash Units vest in three equal installments annually. |
Remarks: |
/s/ Jennifer S. Grafton by attached Power of Attorney | 04/23/2018 | |
** 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. |