Ramaco Resources, Inc. — Director's Dealing 2017

Feb 10, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Ramaco Resources, Inc. (METC)
CIK: 0001687187
Period of Report: 2017-02-08

Reporting Person: Atkins Randall Whittaker (Director, Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-08	Common Stock	A	1874847	$0.00	Acquired	1874847	Direct
2017-02-08	Common Stock	S	185000	$13.50	Disposed	1689847	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-08	Employee Stock Option (right to buy)	$5.34	A	468712	Acquired	2026-08-31	Common Stock (468712)	Direct

Footnotes

F1: Immediately prior to the closing of Ramaco Resources, Inc.'s (the "Issuer") initial public offering, and pursuant to the Master Reorganization Agreement dated as of February 1, 2017 by and among Ramaco Development, LLC ("Ramaco Development"), the Issuer, Ramaco Merger Sub, LLC, a wholly owned subisiary of the Issuer ("Merger Sub"), and the other parties thereto, (i) the preferred units in Ramaco Development were converted into common units ("Units"),

F2: (Continued from footnote (1)) (ii) Ramaco Development merged into Merger Sub, and certain existing owners received, as consideration in the merger, shares of the Issuer's common stock, with such shares of common stock allocated among the existing owners pro rata based on their relative ownership of Units, and (iii) the outstanding and unexercised options granted pursuant to the Ramaco Development's 2016 Membership Unit Option Plan were converted into options to purchase shares of the Issuer's common stock under the Issuer's long-term incentive plan.

F3: As a result of the transactions described in footnotes (1) and (2), Ramaco Development became a wholly owned subsidiary of the Issuer. Pursuant to the transactions described in footnotes (1) and (2), Mr. Atkins received 1,874,847 shares of the Issuer's common stock as consideration based on his relative ownership of Units.

F4: Mr. Atkins sold 185,000 shares of the Issuer's common stock as a selling shareholder in the initial public offering, pursuant to a registration statement on Form S-1, as amended, initially filed by the Issuer on December 29, 2016.

F5: This amount represents the offering price per share of the Issuer's common stock to the public and does not reflect the underwriting discounts and commission of $0.945 per share.

F6: As a result of the transactions described in footnotes (1) and (2), Mr. Atkins received 468,712 vested stock options granted under the Ramaco Resources, Inc. Long-Term Incentive Plan to purchase shares of the Issuer's common stock in exchange for his outstanding and unexercised vested unit options to purchase units of Ramaco Development, which were originally granted under the Ramaco Development 2016 Membership Unit Option Plan.