Sec Form 4 Filing - Dugan Timothy C @ CNX Resources Corp - 2019-06-17

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
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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1. Name and Address of Reporting Person
Dugan Timothy C
2. Issuer Name and Ticker or Trading Symbol
CNX Resources Corp [ CNX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP & Chief Op. Officer
(Last) (First) (Middle)
1000 CONSOL ENERGY DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
06/17/2019
(Street)
CANONSBURG, PA15317
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 shares, $0.01 par value per share 06/17/2019 F 35,178 ( 1 ) D $ 7.26 212,723 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Dugan Timoth y C
1000 CONSOL ENERGY DRIVE
CANONSBURG, PA15317
EVP & Chief Op. Officer
Signatures
/s/ Timothy C. Dugan by Gregory V. Guinto, his attorney-in-fact 06/19/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares automatically withheld to satisfy the reporting person's tax liability from the vesting of restricted stock units previously granted to him.

Remarks:
Pursuant to the terms of the change in control severance agreements entered into by the issuer and certain employees, including the issuer's officers, outstanding equity awards held by such employees will vest upon a stockholder (or stockholder group) becoming the beneficial owner of more than 25% of the issuer's common stock. Southeastern Asset Management, Inc. and its affiliates ("SEAM") recently acquired shares of the issuer's common stock in the open market which caused their aggregate share ownership to exceed more than 25% of the issuer's outstanding shares as reported by SEAM in a Schedule 13G/A filed on June 10, 2019. As a result, the restricted stock unit and performance share unit awards of the reporting person granted prior to 2019 vested, with the performance share unit awards continuing to be subject to the attainment of performance goals as determined by the Compensation Committee of the issuer's Board of Directors after the end of the applicable performance period. This Form 4 reports the shares automatically withheld to satisfy the reporting person's tax liability from the vesting and payment of the applicable restricted stock unit awards.

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).

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