Sec Form 4 Filing - Atkins Randall Whittaker @ Ramaco Resources, Inc. - 2017-02-08

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
Atkins Randall Whittaker
2. Issuer Name and Ticker or Trading Symbol
Ramaco Resources, Inc. [ METC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Director, Executive Chairman
(Last) (First) (Middle)
250 WEST MAIN STREET, SUITE 210
3. Date of Earliest Transaction (MM/DD/YY)
02/08/2017
(Street)
LEXINGTON, KY40507
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 Stock 02/08/2017 A( 1 )( 2 )( 3 ) 1,874,847 A $ 0 1,874,847 D
Common Stock 02/08/2017 S( 4 ) 185,000 D $ 13.5 ( 5 ) 1,689,847 D
Employee Stock Option (right to buy)
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
$ 5.34 02/08/2017 A( 6 ) 468,712 02/08/2017 08/31/2026 Common Stock 468,712 $ 0 468,712 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Atkins Randall Whittaker
250 WEST MAIN STREET, SUITE 210
LEXINGTON, KY40507
X Director, Executive Chairman
Signatures
/s/ Randall W. Atkins 02/10/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Immediately prior to the closing of Ramaco Resources, Inc.'s (the "Issuer") initial public offering, and pursuant to the Master Reorganization Agreement dated as of February 1, 2017 by and among Ramaco Development, LLC ("Ramaco Development"), the Issuer, Ramaco Merger Sub, LLC, a wholly owned subisiary of the Issuer ("Merger Sub"), and the other parties thereto, (i) the preferred units in Ramaco Development were converted into common units ("Units"),
( 2 )(Continued from footnote (1)) (ii) Ramaco Development merged into Merger Sub, and certain existing owners received, as consideration in the merger, shares of the Issuer's common stock, with such shares of common stock allocated among the existing owners pro rata based on their relative ownership of Units, and (iii) the outstanding and unexercised options granted pursuant to the Ramaco Development's 2016 Membership Unit Option Plan were converted into options to purchase shares of the Issuer's common stock under the Issuer's long-term incentive plan.
( 3 )As a result of the transactions described in footnotes (1) and (2), Ramaco Development became a wholly owned subsidiary of the Issuer. Pursuant to the transactions described in footnotes (1) and (2), Mr. Atkins received 1,874,847 shares of the Issuer's common stock as consideration based on his relative ownership of Units.
( 4 )Mr. Atkins sold 185,000 shares of the Issuer's common stock as a selling shareholder in the initial public offering, pursuant to a registration statement on Form S-1, as amended, initially filed by the Issuer on December 29, 2016.
( 5 )This amount represents the offering price per share of the Issuer's common stock to the public and does not reflect the underwriting discounts and commission of $0.945 per share.
( 6 )As a result of the transactions described in footnotes (1) and (2), Mr. Atkins received 468,712 vested stock options granted under the Ramaco Resources, Inc. Long-Term Incentive Plan to purchase shares of the Issuer's common stock in exchange for his outstanding and unexercised vested unit options to purchase units of Ramaco Development, which were originally granted under the Ramaco Development 2016 Membership Unit Option Plan.

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