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MEE Massey Energy Co.

65.14
0.00 (0.00%)
Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type
Massey Energy Co. NYSE:MEE NYSE Ordinary Share
  Price Change % Change Share Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 65.14 0.00 01:00:00

- Statement of Changes in Beneficial Ownership (4)

03/06/2011 9:24pm

Edgar (US Regulatory)


FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Expires: February 28, 2011
Estimated average burden
hours per response...
0.5
                      
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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Sears Steve Edgar
2. Issuer Name and Ticker or Trading Symbol

MASSEY ENERGY CO [ MEE ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
VP, Sales & Marketing
(Last)          (First)          (Middle)

C/O MASSEY ENERGY COMPANY, 4 NORTH 4TH STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

6/1/2011
(Street)

RICHMOND, VA 23219
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   6/1/2011     D    12323   (1) D   (1) 0   D    
Common Stock   6/1/2011     D    5923   (1) D   (1) 0   I   By 401(k) Plan  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Employee Stock Options (right to buy)   $29.945   6/1/2011     D         6927   (2)   11/15/2005   (2) 11/15/2014   Common Stock   6927   (2) $0   (2) 0   D    
Employee Stock Options (right to buy)   $38.995   6/1/2011     D         6927   (3)   11/14/2006   (3) 11/14/2015   Common Stock   6927   (3) $0   (3) 0   D    
Employee Stock Options (right to buy)   $24.73   6/1/2011     D         5000   (4)   11/12/2007   (4) 11/12/2016   Common Stock   5000   (4) $0   (4) 0   D    
Employee Stock Options (right to buy)   $28.96   6/1/2011     D         4082   (5)   11/12/2008   (5) 11/12/2017   Common Stock   4082   (5) $0   (5) 0   D    
Employee Stock Options (right to buy)   $19.5   6/1/2011     D         7234   (6)   11/10/2009   (6) 11/10/2018   Common Stock   7234   (6) $0   (6) 0   D    
Employee Stock Options (right to buy)   $34.05   6/1/2011     D         3674   (7)   11/9/2010   (7) 11/9/2019   Common Stock   3674   (7) $0   (7) 0   D    
Employee Stock Options (right to buy)   $49.58   6/1/2011     D         2555   (8)     (8) 11/23/2020   Common Stock   2555   (8) $0   (8) 0   D    
Restricted Units (phantom stock units)     (9) 6/1/2011     D         2753   (9)     (9)   (9) Common Stock   2753   (9) $0   (9) 0   D    

Explanation of Responses:
( 1)  Disposed of pursuant to the Agreement and Plan of Merger, dated as of January 27, 2011, among Massey Energy Company ("Massey") and Alpha Natural Resources, Inc. ("Alpha") and Mountain Merger Sub, Inc. Each share of Massey common stock was exchanged for (i) 1.025 shares of Alpha common stock and (ii) $10.00 in cash, without interest (the "Merger Consideration"). Includes 4,351 restricted shares that vested and converted into the Merger Consideration. Any fractional share will be paid in cash.
( 2)  This previously vested option was converted pursuant to the Merger Agreement into an option to purchase 8,387 shares of Alpha common stock at $24.73 per share, with the same terms and conditions as the original Massey stock option.
( 3)  This previously vested option was converted pursuant to the Merger Agreement into an option to purchase 8,387 shares of Alpha common stock at $32.21 per share, with the same terms and conditions as the original Massey stock option.
( 4)  This previously vested option was converted pursuant to the Merger Agreement into an option to purchase 6,054 shares of Alpha common stock at $20.42 per share, with the same terms and conditions as the original Massey stock option.
( 5)  This previously vested option was converted pursuant to the Merger Agreement into an option to purchase 4,942 shares of Alpha common stock at $23.92 per share, with the same terms and conditions as the original Massey stock option.
( 6)  Options for 4,823 shares were currently vested. The option provided that the remaining options for 2,411 shares vest and become exercisable on November 10, 2011. This option vested and was converted pursuant to the Merger Agreement into an option to purchase 8,759 shares of Alpha common stock at $16.10 per share, with the same terms and conditions as the original Massey stock option.
( 7)  1,225 options previously vested and 1,224 shares vest on November 9, 2011 and 1,225 shares vest on November 9, 2012. This option vested and was converted pursuant to the Merger Agreement into an option to purchase 4,448 shares of Alpha common stock at $28.12 per share, with the same terms and conditions as the original Massey stock option.
( 8)  The option provided that 852 shares vest on November 23, 2011, 851 shares vest on November 23, 2012 and 852 shares vest on November 23, 2013. This option vested and was converted pursuant to the Merger Agreement into an option to purchase 3,093 shares of Alpha common stock at $40.95 per share, with the same terms and conditions as the original Massey stock option.
( 9)  The reporting person held 2,753 restricted units. Pursuant to the Merger Agreement, the restricted units were cancelled and the reporting person will receive a cash payment, without interest, equal to the product of (A) the sum of (x) 1.025 multiplied by the average of the volume weighted average price per share of Alpha common stock on the New York Stock Exchange on each of the last five consecutive trading days prior to the effective time of the merger (rounded to the nearest one-tenth of a cent) and (y) $10.00 in cash and (B) the number of shares of Massey common stock subject to the Massey restricted stock units immediately prior to the effective time of the merger.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Sears Steve Edgar
C/O MASSEY ENERGY COMPANY
4 NORTH 4TH STREET
RICHMOND, VA 23219


VP, Sales & Marketing

Signatures
/s/ Richard R. Grinnan, attorney-in-fact 6/3/2011
** 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 control number.

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