Ramaco Resources Inc.

12/17/2024 | Press release | Distributed by Public on 12/17/2024 15:04

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Sussman Jeremy R.
2. Issuer Name and Ticker or Trading Symbol
Ramaco Resources, Inc. [METC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CHIEF FINANCIAL OFFICER
(Last) (First) (Middle)
250 WEST MAIN STREET, SUITE 1900
3. Date of Earliest Transaction (Month/Day/Year)
12/15/2024
(Street)
LEXINGTON, KY 40507
4. If Amendment, Date 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
(City) (State) (Zip)
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
Class A common stock 12/15/2024 M(1) 14,444 A $ 0 311,145 D
Class A common stock 12/15/2024 F 6,261(2) D $12.02 304,884 D
Class B common stock 12/15/2024 M(1) 2,889 A $ 0 68,314(3) D
Class B common stock 12/15/2024 F 1,252(4) D $10.5 67,062 D
Class B common stock 12/15/2024 M 267(5) A $ 0 67,329(5) D
Class B common stock 12/15/2024 F 115(6) D $10.32 67,214(7) D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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
Restricted Stock Units $ 0 (8) 12/15/2024 M(1) 14,444 (1) (1) Class A common stock 14,444 $ 0 0 (1) D
Restricted Stock Units $ 0 (9) 12/15/2024 M(1) 2,889 (1) (1) Class B common stock 2,889 $ 0 0 (1) D
Dividend Equivalent Units (10) 12/15/2024 M 267 (10) (10) Class B common stock 267 $ 0 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sussman Jeremy R.
250 WEST MAIN STREET
SUITE 1900
LEXINGTON, KY 40507
CHIEF FINANCIAL OFFICER

Signatures

/s/ Jonathan Tyler Adkins, Attorney-in-Fact 12/17/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The third and final installment of restricted stock units granted on February 16, 2022 under the Ramaco Resources Inc.'s (the "Company") Long Term Incentive Plan vested on December 15, 2024.
(2) Shares surrendered upon vesting to satisfy tax obligations. The number of shares surrendered was based on the closing price of the Issuer's Class A common stock on December 13, 2024.
(3) On November 20, 2024, the Issuer declared stock dividends of $0.1375 per share of Class A common stock and $0.2364 per share of Class B common stock, both payable in shares of the Issuer's Class B common stock on December 16, 2024 (the "December Dividend"), to shareholders of record as of the close of Nasdaq on December 2, 2024, with the amount of Class B shares to be issued per share for each respective class of stock determined by dividing the dividend amount by the closing transaction price of the Class B common stock at the close of the market on the record date ($9.96). As a result, the reporting person received 5,517 shares of Company's Class B common stock as of December 16, 2024.
(4) Shares surrendered upon vesting to satisfy tax obligations. The number of shares surrendered was based on the closing price of the Issuer's Class B common stock on December 13, 2024.
(5) Class B common stock paid in settlement of dividend equivalent units underlying (A) restricted stock units in respect of Class A common stock and (B) restricted stock units in respect of Class B common stock. See footnotes 3 and 7 for further detail.
(6) Shares surrendered to satisfy tax withholding obligations on Class B common stock delivered in settlement of dividend equivalent units on restricted stock units in respect of Class A common stock and Class B common stock. The number of shares was based on the closing price of the Issuer's Class B common stock on the date of delivery of the shares (December 16, 2024).
(7) As a result of the December Dividend, the reporting person received 267 shares of Company's Class B common stock as of December 16, 2024 in respect of the stock dividends following settlement of the restricted stock units, of which 115 were used to satisfy tax withholding obligations.
(8) Each restricted stock unit represents a contingent right to receive one share of Class A common stock.
(9) Each restricted stock unit represents a contingent right to receive one share of Class B common stock.
(10) Dividend equivalent units underlying both tranches of restricted stock units listed above with respect to Class A common stock and with respect to Class B common stock. See footnotes 3 and 7 for further detail.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.