CNX Resources Corp — Director's Dealing 2014

Feb 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONSOL Energy Inc (CNX)
CIK: 0001070412
Period of Report: 2014-01-31

Reporting Person: HARVEY J BRETT (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-31	Common shares, $0.01 par value per share	A	80322	—	Acquired	466119	Direct
2014-01-31	Common shares, $0.01 par value per share	A	227902	—	Acquired	694021	Direct
2014-01-31	Common shares, $0.01 par value per share	F	104881	$37.35	Disposed	589140	Direct
2014-01-31	Common shares, $0.01 par value per share	A	62880	—	Acquired	652020	Direct
2014-01-31	Common shares, $0.01 par value per share	F	28939	$37.35	Disposed	623081	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-31	Stock Option (right to buy)	$45.05	A	91228	Acquired	2020-06-15	Common shares, $0.01 par value per share (91228)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common shares, $0.01 par value per share	106552	Indirect
Common shares, $0.01 par value per share	2000	Indirect
Common shares, $0.01 par value per share	9481	Indirect
Common shares, $0.01 par value per share	9481	Indirect
Common shares, $0.01 par value per share	9481	Indirect
Common shares, $0.01 par value per share	21608	Indirect
Common shares, $0.01 par value per share	20208	Indirect
Common shares, $0.01 par value per share	35760	Indirect
Common shares, $0.01 par value per share	35089	Indirect
Common shares, $0.01 par value per share	34240	Indirect
Common shares, $0.01 par value per share	48962	Indirect

Footnotes

F1: Grant of restricted stock units, which vest annually in equal installments over a period of three years, under the Company's Equity Incentive Plan.

F2: Represents the vesting and settlement of performance share units previously granted to the reporting person under the Long Term Incentive Program for the 2011-2013 performance period.

F3: Represents shares withheld to satisfy the reporting person's tax liability resulting from the vesting and settlement of the performance share units for the 2011-2013 performance period previously reported herein.

F4: Represents the vesting and settlement of performance share units previously granted to the reporting person under the Long Term Incentive Program for the 2012-2013 performance period.

F5: Represents shares withheld to satisfy the reporting person's tax liability resulting from the vesting and settlement of the performance share units for the 2011-2012 performance period previously reported herein.

F6: Of the 623,081 shares owned directly, 103,496 are restricted stock units and deferred shares (including dividend equivalent rights).

F7: Shares held in Mr. Harvey's Amended and Restated Revocable Trust, dated December 17, 2007, in which Mr. and Mrs. Harvey serve as Trustees.

F8: Shares held in Mrs. Harvey's Amended and Restated Revocable Trust, dated December 17, 2007, in which Mr. and Mrs. Harvey serve as Trustees.

F9: The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for the purposes of Section 16 or for any other purpose.

F10: This number includes 248 shares acquired by the reporting person's 401 (k) account since December 27, 2013.

F11: On June 15, 2010, the reporting person was granted an option to purchase up to 243,273 shares of common stock. The option generally vests in four annual installments based on the Issuer's achievment of certain performance criteria for each of the fiscal years ending December 31, 2010, 2011, 2012 and 2013. The performance criteria for 2013 and 2010-2013 collectively were met, resulting in the vesting of the option as to 91,228 shares. The total number of options vested since the grant date are 243,273.