Sec Form 4 Filing - Williams Stephen D. @ WARRIOR MET COAL, INC. - 2019-06-01

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Williams Stephen D. 2. Issuer Name and Ticker or Trading Symbol WARRIOR MET COAL, INC. [ HCC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 16243 HIGHWAY 216 3. Date of Earliest Transaction (MM/DD/YY) 06/01/2019 (Street) BROOKWOOD, AL35444 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 06/01/2019 M 2,017 A 11,504 ( 2 ) 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 Phantom Shares ( 3 ) ( 3 ) ( 3 ) Common Stock 43,580 43,580 D Restricted Stock Units ( 4 ) ( 4 ) ( 4 ) Common Stock 13,157 13,157 D Restricted Stock Units ( 5 ) 06/01/2019 M 2,017 ( 1 ) ( 5 ) ( 5 ) Common Stock 2,017 $ 0 2,019 D Restricted Stock Units ( 6 ) ( 6 ) ( 6 ) Common Stock 2,100 4,202 D Restricted Stock Units ( 7 ) ( 7 ) ( 7 ) Common Stock 4,908 4,908 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Williams Stephen D. 16243 HIGHWAY 216 BROOKWOOD, AL35444 X Signatures /s/ Kelli K. Gant, by power of attorney 06/04/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the settlement of restricted stock units, which settle into shares of common stock of Warrior Met Coal, Inc. on a one-for-one basis. ( 2 )Includes (i) 5,811 shares of restricted stock granted to the reporting person on April 1, 2016 under the Warrior Met Coal, Inc. 2016 Equity Incentive Plan (the "2016 Plan"), which vest in equal installments on April 1, 2020 and April 1, 2021, and (ii) 2,908 shares of restricted stock granted to the reporting person on February 24, 2017 under the 2016 Plan, which vest in equal installments on February 24, 2020, February 24, 2021 and February 24, 2022. ( 3 )The phantom shares were granted to the reporting person under the Warrior Met Coal, LLC 2016 Equity Incentive Plan and were fully vested as of April 1, 2016, the date of grant. The shares will settle in shares of common stock of Warrior Met Coal, Inc. on a one-for-one basis in a single installment on the earlier to occur of (i) a change of control or (ii) the fifth anniversary of the date of grant. ( 4 )The restricted stock units were granted to the reporting person under the Warrior Met Coal, Inc. 2017 Equity Incentive Plan and were fully vested as of April 19, 2017, the date of grant. The units will settle in shares of common stock of Warrior Met Coal, Inc. on a one-for-one basis in a single installment on the earlier to occur of (i) a change of control or (ii) the fifth anniversary of the date of grant. ( 5 )The restricted stock units were granted to the reporting person under the Warrior Met Coal, Inc. 2017 Equity Incentive Plan and were fully vested as of June 1, 2017, the date of grant. The units will settle in shares of common stock of Warrior Met Coal, Inc. on a one-for-one basis on the earliest of (i) one-third on each of the first three anniversaries of the date of grant; (ii) a change of control; (iii) the reporting person's separation of service with Warrior Met Coal, Inc. or its affiliates; or (iv) the death of the reporting person. ( 6 )The restricted stock units were granted to the reporting person under the Warrior Met Coal, Inc. 2017 Equity Incentive Plan, and vest in equal installments on each of the first three anniversaries of April 23, 2018, the date of grant. ( 7 )The restricted stock units were granted to the reporting person under the Warrior Met Coal, Inc. 2017 Equity Incentive Plan, and vest in equal installments on each of the first three anniversaries of April 22, 2019, the date of grant.

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 Number.