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Form 4 CLOUD PEAK ENERGY INC. For: Mar 15 Filed by: Martin Cary W

March 17, 2015 8:31 PM EDT
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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Martin Cary W

(Last) (First) (Middle)
505 S. GILLETTE AVE.

(Street)
GILLETTE WY 82716

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CLOUD PEAK ENERGY INC. [ CLD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Sr VP, Human Resources
3. Date of Earliest Transaction (Month/Day/Year)
03/15/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 03/15/2015   F   1,646 (1) D $ 5.88 42,569 D  
Common Stock 03/15/2015   M   2,231 A $ 5.88 44,800 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 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: 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
Performance Units (2) 03/15/2015   M     2,231   (2)   (2) Common Stock 2,231 $ 0 2,231 D  
Explanation of Responses:
1. Reflects the number of shares of common stock withheld by the Issuer in satisfaction of the Reporting Person's tax withholding obligation upon the vesting of restricted stock.
2. Each performance right represented a contingent right to receive one share of Cloud Peak Energy Inc. common stock. The performance rights vested 3 years from the date of grant (which was 03/15/12) upon Cloud Peak Energy's achievement of Performance Goals, which were based upon Cloud Peak Energy's relative and absolute total shareholder return. These achievements resulted in a payout of 48% of the target which was originally reported on a Form 4 filed on 3/19/12. There is no expiration date for performance rights.
Remarks:
Exhibit List 1: Attachment 24 - POA
/s/ Lisa Kish, attorney-in-fact for Cary Martin 03/17/2015
** 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



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