Item 4. PURPOSE OF TRANSACTION
The shares of Common Stock and call options directly held by the Fund and the Managed Accounts and beneficially owned by the Reporting Persons reported herein
were acquired for investment purposes in the ordinary course of business in the belief that the Common Stock is undervalued and represents an attractive investment opportunity.
The Reporting Persons have made suggestions to the Issuers management team regarding operational and strategic opportunities to maximize shareholder
value, including, but not limited to: (i) a shareholder return plan focused on share buybacks given the $1.45B of cash currently on the balance sheet, (ii) unlocking value in the Issuers Powder River Basin (PRB) asset, and
(iii) selling down a stake in Centurion to free up cash flow for shareholder returns while simultaneously placing a strong valuation marker on the asset, and may pursue other plans or proposals that relate to or could result in any of the
matters set forth in clauses (a)-(j) of Item 4 of Schedule 13D. The Reporting Persons intend to have a dialog with the Issuers management regarding the above and may also speak with the board of directors (Board) of the Issuer,
other current or prospective shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other third parties with respect to the above.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the
outcome of any discussions referenced above, the Issuers financial position, results and strategic direction, actions taken by the Issuers management and the Board, price levels of the Common Stock, other investment opportunities
available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate,
including, without limitation, acquiring additional shares of Common Stock and/or other equity, debt, notes, instruments, options or other securities of the Issuer (collectively, Securities) or disposing of some or all of the
Securities beneficially owned by them, in public market or privately negotiated transactions; entering into financial instruments or other agreements that increase or decrease the Reporting Persons economic exposure with respect to their
investment in the Issuer and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) (b) The responses of the Reporting Persons to Items (7) through (11) and (13) of the cover pages of this Schedule 13D
are incorporated herein by reference. As of the date hereof, the Manager, the GP and Mr. Kuzma beneficially own an aggregate of 12,534,172 shares of Common Stock, which shares of Common Stock may be deemed to be beneficially owned by each
of the Manager, the GP and Mr. Kuzma, and which represent approximately 9.96% of the outstanding Common Stock. As of the date hereof, the Fund beneficially owns an aggregate of 7,044,391 shares of Common Stock, and which represent approximately
5.60% of the outstanding Common Stock. The number of shares beneficially owned above includes 6,800,000 shares that may be acquired through the exercise of American-style exchange-traded call options that are deemed to be beneficially owned by the
Manager, the GP and Mr. Kuzma and 3,814,300 shares that may be acquired through the exercise of American-style exchange-traded call options that are directly held and deemed to be beneficially owned by the Fund. All percentages set forth herein
are based on 125.9 million shares of common stock of the Issuer outstanding as of August 2, 2024, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on August 8, 2024.
The Fund and the Managed Accounts have delegated to Manager voting and investment power over the
securities held directly by the Funds and the Managed Accounts. As a result, each of the Manager, the GP, as the general partner of Manager, and Mr. Kuzma, as Managing Member of the GP, may be deemed to exercise voting and investment power over
the shares of Common Stock directly held by the Fund and the Managed Accounts.
(c) Information concerning transactions in the shares of
Common Stock and options to purchase Common Stock effected by the Reporting Persons on behalf of the Fund and the Managed Accounts during the past sixty days is set forth in Schedule I hereto and is incorporated herein by reference.
(d) Not applicable.
(e) Not
applicable.