FORM
4 |
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 or Section 30(h) of the Investment Company Act of
1940
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OMB APPROVAL |
OMB Number: |
3235-0287 |
Expires: |
December 31, 2014 |
Estimated average burden |
hours per response: |
0.5 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue.
See
Instruction 1(b).
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1. Name and Address of Reporting Person
*
(Street)
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2. Issuer Name
and
Ticker or Trading Symbol
CLOUD PEAK ENERGY INC.
[
CLD
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
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10% Owner |
X |
Officer (give title below) |
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Other (specify below) |
Sr VP, Human Resources |
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3. Date of Earliest Transaction
(Month/Day/Year) 03/15/2015
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check
Applicable Line)
X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting
Person |
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Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned |
1.
Title of Security (Instr.
3)
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2.
Transaction Date
(Month/Day/Year) |
2A.
Deemed Execution Date, if any
(Month/Day/Year) |
3.
Transaction Code (Instr.
8)
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4.
Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported
Transaction(s) (Instr.
3 and 4)
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6.
Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7.
Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock
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03/15/2015 |
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F |
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1,646
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D
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$
5.88
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42,569
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D
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Common Stock
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03/15/2015 |
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M |
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2,231
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A
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$
5.88
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44,800
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D
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Performance Units
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03/15/2015 |
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M |
|
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2,231
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Common Stock
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2,231
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$
0
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2,231
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D
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Explanation of Responses: |
Remarks: |
Exhibit List 1: Attachment 24 - POA |
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/s/ Lisa Kish, attorney-in-fact for Cary Martin |
03/17/2015 |
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** 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 Number. |
POWER OF ATTORNEY
Know all by these presents, that the undersigned, in the
undersigned's capacity as an officer and/or director of Cloud
Peak Energy Inc. (the ?Company?), hereby constitutes and appoints
each of Lisa Kish and Bryan Pechersky, in their capacities for the
Company, as the undersigned's true and lawful attorney in fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned?s capacity as an officer and/or director of the Company,
(a) Forms 3, 4, and 5 (including any amendments or corrections thereto),
or any other forms prescribed by the United States Securities and
Exchange Commission (?SEC?), in accordance with Section 16(a) of
the Securities Exchange Act of 1934 and the rules thereunder;
(b) any notices of proposed sales of securities of the Company on
Form 144 (including any amendments or corrections thereto), or any
other forms prescribed by the SEC, that the undersigned may be
required to file in accordance with Rule 144 under the Securities
Act of 1933; and (c) a Form ID (including any amendments or
corrections thereto), or any other forms prescribed by the SEC,
that may be necessary to obtain or update codes and passwords
enabling the undersigned to make electronic filings with the SEC
of the forms referenced in clauses (1)(a) and (1)(b) above;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute
any such Form 3, 4, or 5, Form 144 and/or Form ID, and timely file
such forms with the SEC and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally required
by the undersigned, it being understood that the documents executed
by such attorney-in-fact on behalf of the undersigned pursuant to this
power of attorney shall be in such form and shall contain such terms
and conditions as such attorney-in fact may approve in such
attorney-in-fact?s discretion.
The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all intents
and purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such attorney-in-fact?s
substitute or substitutes, shall lawfully do or cause to be done by
virtue of this power of attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-fact,
in serving in such capacity at the request of the undersigned, are
not assuming, nor is the Company assuming, any of the undersigned?s
responsibilities to comply with Section 16 of the Securities Exchange
Act of 1934, Rule 144 under the Securities Act of 1933 or any other
legal or regulatory obligations of the undersigned.
The undersigned does hereby revoke, as of the date hereof,
all prior powers of attorney previously granted to any employee or
other agent or representative of the Company with respect to the forms
referenced in clauses (1), (2) and (3) above, provided that no acts
taken pursuant to any such prior powers of attorney in accordance
therewith shall be invalidated hereby.
This power of attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4, and 5 or
Forms 144 with respect to the undersigned?s holdings of and transactions
in securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this power of
attorney to be executed as of this 9 day of March, 2015.
/s/ Cary Martin
_______________________
Signature
Cary Martin
_______________________
Print Name