CNX Resources Corp — Major Shareholding Notification 2016

Jun 8, 2016

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. 3 CONSOL Energy Inc. ________ (Name of Issuer) Common Stock _________ (Title of Class and Securities) 20854P109 ________ (CUSIP Number of Class of Securities) O. Mason Hawkins Chairman of the Board and C.E.O. and Andrew R. McCarroll Vice President & General Counsel Southeastern Asset Management, Inc. 6410 Poplar Avenue, Suite 900 Memphis, TN 38119 (901) 761-2474 ________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 6, 2016 ______ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Sections 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following box: [X] CUSIP No. 20854P109 13D ___________ (1) NAMES OF REPORTING PERSONS Southeastern Asset Management, Inc. I.D. No. 62-0951781 ___________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) X ___________ (3) SEC USE ONLY ___________ (4) SOURCE OF FUNDS 00: Funds of investment advisory clients ___________ (5) CHECK BOX IF DISCOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ___________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Tennessee ___________ : (7) SOLE VOTING POWER : (Discretionary Accounts) NUMBER OF SHARES BENEFICIALLY : 21,696,471 shares OWNED BY EACH REPORTING PERSON ______ WITH : (8) SHARED OR NO VOTING POWER : 25,004,024 shares (Shared) : 3,788,270 shares (No Vote) ______ : (9) SOLE DISPOSITIVE POWER (Discretionary Accounts) : 25,484,741 shares ______ : (10) SHARED DISPOSITIVE POWER : 25,004,024 shares (Shared) : 0 shares (None) ___________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,488,765 shares ___________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ___________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 22.0 % ___________ (14) TYPE OF REPORTING PERSON IA ___________ CUSIP No. 20854P109 13D ___________ (1) NAMES OF REPORTING PERSONS Longleaf Partners Fund I.D. No. 63-6147721 ___________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) X ___________ (3) SEC USE ONLY ___________ (4) SOURCE OF FUNDS 00: Funds of investment company shareholders ___________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEDDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ___________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts ___________ : (7) SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING PERSON ______ WITH : (8) SHARED VOTING POWER : 12,263,500 shares (Shared) ______ : (9) SOLE DISPOSITIVE POWER : None ______ : (10) SHARED DISPOSITIVE POWER : 12,263,500 shares (Shared) ___________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,263,500 shares ___________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ___________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.4 % ___________ (14) TYPE OF REPORTING PERSON IV ___________ CUSIP No. 20854P109 13D __________ (1) NAMES OF REPORTING PERSONS Longleaf Partners Small-Cap Fund I.D. No. 62-1376170 _________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) X __________ (3) SEC USE ONLY _________ (4) SOURCE OF FUNDS OO: Funds of investment company shareholders __________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [X] _________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts __________ : (7) SOLE VOTING POWER : NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING PERSON ____ WITH : (8) SHARED VOTING POWER : 12,494,200 shares _____ : (9) SOLE DISPOSITIVE POWER : : None ____ : (10) SHARED DISPOSITIVE POWER : 12,494,200 shares __________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,494,200 shares _________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES __________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.5% _________ (14) TYPE OF REPORTING PERSON IV __________ CUSIP No. 20854P109 13D ___________ (1) NAMES OF REPORTING PERSONS O. Mason Hawkins I.D. No. XXX-XX-XXXX ___________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) X ___________ (3) SEC USE ONLY ___________ (4) SOURCE OF FUNDS 00: None ___________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ___________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Citizen of United States ___________ : (7) SOLE VOTING POWER : (Discretionary Accounts) NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING PERSON ______ WITH : (8) SHARED VOTING POWER : None ______ : (9) SOLE DISPOSITIVE POWER : None ______ : (10) SHARED DISPOSITIVE POWER : None ___________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None (See Item 3) ___________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] ___________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.0 % ___________ (14) TYPE OF REPORTING PERSON IN ___________ Item 5. Interest In Securities Of The Issuer (a) The aggregate number and percentage of Securities to which this Schedule 13D relates is 50,488,765 shares of the common stock of the Issuer, constituting approximately 22.0% of the 229,366,118 shares outstanding. Common % of outstanding Shares Common Shares Held __________ Voting Authority Sole: 21,696,471 9.5% Shared: 25,004,024 10.9% None: 3,788,270 1.6% Total 50,488,765 22.0% Consists of shares owned by Longleaf Partners Fund (12,263,500), Longleaf Partners Small-Cap Fund (12,494,200, and Longleaf Partners Global Fund (246,324), each a series of Longleaf Partners Funds Trust, an open-end management investment company registered under the Investment Company Act of 1940. Dispositive Authority Sole: 25,484,741 11.1% Shared: 25,004,024 10.9% None: 0 0.0% Total 50,488,765 22.0% Consists of shares owned by Longleaf Partners Fund (12,263,500), Longleaf Partners Small-Cap Fund (12,494,200), and Longleaf Partners Global Fund (246,324), each a series of Longleaf Partners Funds Trust, an open-end management investment company registered under the Investment Company Act of 1940. (b) Southeastern generally has the sole power to dispose of or to direct the disposition of the Securities held for discretionary accounts of its investment clients, and may be granted the sole power to vote or direct the vote of such Securities; such powers may be retained by or shared with the respective clients for shared or non-discretionary accounts. Shares held by any Series of Longleaf Partners Funds Trust are reported in the "shared" category. (c) Purchase or sale transactions in the Securities during the past sixty days are disclosed on Schedule II. (d) The investment advisory clients of Southeastern have the sole right to receive and, subject to notice, to withdraw the proceeds from the sale of the Securities, and the sole power to direct the receipt of dividends from any of the Securities held for their respective accounts. Such clients may also terminate the investment advisory agreements without penalty upon appropriate notice. Southeastern does not have an economic interest in any of the Securities reported herein. (e) Not applicable. Signatures After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: June 8, 2016 Southeastern Asset Management, Inc. By /s/ Andrew R. McCarroll _______ Andrew R. McCarroll Vice President and General Counsel Longleaf Partners Fund Longleaf Partners Small-Cap Fund By: Southeastern Asset Management, Inc. /s/ Andrew R. McCarroll ______ Andrew R. McCarroll Vice President & General Counsel O. Mason Hawkins, Individually /s/ O. Mason Hawkins ______ Joint Filing Agreement In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of this Initial Schedule 13D with respect to the Securities of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Initial to Schedule 13D. In evidence thereof, the undersigned hereby execute this Agreement as of June 8, 2016. Southeastern Asset Management, Inc. By /s/ Andrew R. McCarroll _______ Andrew R. McCarroll Vice President and General Counsel Longleaf Partners Fund Longleaf Partners Small-Cap Fund By: Southeastern Asset Management, Inc. /s/ Andrew R. McCarroll ______ Andrew R. McCarroll Vice President & General Counsel O. Mason Hawkins, Individually /s/ O. Mason Hawkins ______ SCHEDULE II Transaction Type Date # of Shares Price per Share Sale 04/14/16 18,797 13.11 Sale 04/14/16 18,003 13.11 Sale 04/18/16 44,400 12.84 Sale 04/18/16 68,500 12.84 Sale 04/18/16 18,523 12.84 Sale 04/18/16 17,600 12.84 Sale 04/18/16 17,000 12.84 Sale 04/18/16 1,200 12.84 Sale 04/18/16 8,607 12.84 Sale 04/18/16 73,900 12.84 Sale 04/18/16 5,500 12.84 Sale 04/18/16 20,300 12.84 Sale 04/18/16 31,500 12.84 Sale 04/18/16 8,400 12.84 Sale 04/18/16 8,900 12.84 Sale 04/18/16 7,000 12.84 Sale 04/18/16 540 12.84 Sale 04/18/16 3,860 12.84 Sale 04/18/16 39,700 12.84 Sale 04/18/16 52,000 12.84 Sale 04/18/16 6,800 12.84 Sale 04/18/16 505 12.84 Sale 04/26/16 32,000 13.18 Sale 04/26/16 16,600 13.18 Sale 04/26/16 15,000 13.18 Sale 04/26/16 400 13.18 Sale 04/26/16 500 13.18 Sale 04/26/16 500 13.18 Sale 04/26/16 100 13.18 Sale 04/26/16 10,400 13.18 Sale 04/29/16 11,997 15.58 Sale 04/29/16 8,300 15.58 Sale 05/03/16 2,547 14.65 Sale 05/03/16 2,800 14.65 Sale 05/03/16 6,300 14.65 Sale 05/03/16 5,000 14.65 Sale 05/03/16 700 14.65 Sale 05/03/16 3,333 14.65 Sale 06/06/16 16,200 15.43 Sale 06/06/16 33,000 15.43 Sale 06/06/16 81,000 15.43 Sale 06/06/16 20,000 15.43 Sale 06/06/16 9,000 15.43 Sale 06/06/16 10,900 15.43 Sale 06/06/16 15,800 15.43 Sale 06/06/16 4,900 15.43 Sale 06/06/16 21,400 15.43 Sale 06/06/16 18,000 15.43 Sale 06/06/16 21,700 15.43 Sale 06/06/16 1,700 15.43 Sale 06/06/16 10,112 15.43 Sales by Southeastern clients in the ordinary course of business on the New York Stock Exchange or through Electronic Communication Networks (ECNs). Southeastern does not have a "pecuniary interest" as defined by Securities Exchange Act of 1934 Rule 16a-1 with respect to its client's holdings and no single client owns over 10% of the Issuer's Securities. In addition to the above transactions, clients of Southeastern removed the following shares from Southeastern's discretion: April 25, 2016 - 168,000 shares; April 29, 2016 - 27,170 shares; May 11, 2016 - 210,859 shares; and May 24, 2016 - 315,726 shares. Exclusive of commissions. 1 SCHEDULE 13D - CONSOL Energy Inc. ("Issuer") 10