AMR Alpha Metallurgical Resources Inc

* Including 1,000 shares of Common Stock issuable upon the exercise of certain warrants.

* Including 85 shares of Common Stock issuable upon the exercise of certain warrants.

* Including 1,085 shares of Common Stock issuable upon the exercise of certain warrants.

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Item 1 is hereby amended and restated in its entirety as follows:

This Statement on Schedule 13D (“Schedule 13D”) relates to the Common Stock, $0.01 par value (the “Common Stock” or “Shares”), of Alpha Metallurgical Resources, Inc. (the “Issuer”). The Issuer’s principal executive office is located at 340 Martin Luther King Jr. Blvd., Bristol, Tennessee 37620.

Item 2 is hereby amended and restated in its entirety as follows:

(a) This Statement on Schedule 13D is being filed by the following persons (collectively, the “Reporting Persons”):

(i) Percy Rockdale LLC, a Michigan limited liability company (“Percy Rockdale”);

(ii) Rio Royal LLC, a Michigan limited liability company (“Rio Royal”);

(iii) MG Capital Management, Ltd., a Cayman Islands company limited by shares (“MG Capital Management”, and, together with Percy Rockdale and Rio Royal, the “MG Reporting Persons”);

(iv) Michael Gorzynski, a natural person, (“Mr. Gorzynski”);

(v) Continental General Insurance Company, a Texas domiciled life and health insurance company (“CGIC”);

(vi) Continental LTC, Inc., a Delaware corporation (“CLTC”);

(vii) Continental Insurance Group, Ltd., a Delaware corporation (“CIG”); and

(viii) Continental General Holdings LLC, a Michigan limited liability company (“CGH” and together with CGIC, CLTC and CIG, the “Continental Reporting Persons”).

(b) The principal business address for each of Percy Rockdale, Rio Royal and Mr. Gorzynski is 595 Madison Avenue, 29th Floor, New York, NY 10022. The principal business address of MG Capital Management is c/o Campbells LLP, Floor 4, Willow House, Cricket Square, Grand Cayman, KY1-9010, Cayman Islands. The principal business address for each of CGIC, CLTC, CIG and CGH is 11001 Lakeline Blvd., Ste. 120, Austin, TX 78717.

(c) Percy Rockdale, Rio Royal, MG Capital Management and CGIC each hold shares of Common Stock and/or warrants, as applicable, of the Issuer that are the subject of this statement. The principal business of each of Percy Rockdale and Rio Royal is to invest in securities. The principal business of MG Capital Management is to serve as an investment holding company. The principal business of CGIC is to serve as a licensed life, accident and health insurer that administers closed insurance blocks. The principal business of CLTC is to serve as the sole owner of CGIC and to provide services and insurance policy administration on behalf of CGIC. The principal business of CIG is to serve as sole owner of CLTC and the indirect parent operating company of CGIC, by servicing closed blocks of long-term care, life, annuity, and other accident and health insurance policies. The principal business of CGH is to serve as an investment holding company and sole owner of CIG. Mr. Gorzynski’s principal occupation is investing, and directing the investment of, assets, including by serving as the sole Manager of Percy Rockdale, the sole Director of MG Capital Management and as a manager and Executive Chairman of CGH.

As a result of the foregoing relationships, (i) MG Capital Management may be deemed to beneficially own the Shares held by Rio Royal, (ii) each of CLTC, CIG and CGH may be deemed to beneficially own the Shares beneficially owned by CGIC and (iii) Mr. Gorzynski may be deemed to beneficially own the Shares held by each of Percy Rockdale, Rio Royal, MG Capital Management and CGIC.

Information regarding the directors, officers and/or control persons of CGIC, CLTC and CIG is set forth on Schedule A attached hereto.

(d) – (e) During the last five years, none of the Reporting Persons nor any of the persons listed in Schedule A have been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Percy Rockdale, Rio Royal and CGH are each Michigan limited liability companies. MG Capital Management is a Cayman Islands company limited by shares. CGIC is a Texas domiciled life and health insurance company. CLTC and CIG are each Delaware corporations. Mr. Gorzynski is a citizen of the United States of America and Poland.

Item 3 is hereby amended and restated to read as follows:

All of the Shares held by the Reporting Persons to which this Statement relates were purchased on behalf of such Reporting Persons using the investment capital of the respective Reporting Persons.¹ The aggregate amount of funds used for the purchase of the securities held by the Reporting Persons reported herein was approximately $5,549,749.51, excluding commissions. 1,674 of the Shares held directly by MG Capital Management were received on account of certain bonds issued by a predecessor of the Issuer.

Item 5 is hereby amended and restated in its entirety to read as follows:

(a)-(b) The aggregate percentage of shares of Common Stock for the MG Reporting Persons and Mr. Gorzynski reported herein is based upon 18,391,127 shares of Common Stock, which reflects the sum of (i) 18,390,042 shares of Common Stock outstanding as of April 30, 2021, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 10, 2021, plus (ii) 1,085 shares of Common Stock issuable upon the exercise of certain warrants beneficially owned by the MG Reporting persons, as described below. The aggregate percentage of shares of Common Stock for the Continental Reporting Persons reported herein is based upon 18,390,042 shares of Common Stock outstanding as of April 30, 2021, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 10, 2021.

¹ Except for certain internal transfers as described on Schedule 1 attached hereto.

As of the date hereof, Percy Rockdale beneficially owned 751,855 Shares (including 1,000 Shares issuable upon the exercise of certain warrants), constituting approximately 4.1% of the Shares outstanding. As of the date hereof, Rio Royal beneficially owned 17,300 Shares, constituting less than 1% of the Shares outstanding. As of the date hereof and by virtue of its relationship with Rio Royal discussed in further detail in Item 2, MG Capital Management may be deemed to beneficially own 18,974 Shares, consisting of (i) 1,674 Shares held directly (including 85 Shares issuable upon the exercise of certain warrants) and (ii) the 17,300 Shares beneficially owned by Rio Royal, constituting less than 1% of the Shares outstanding. By virtue of his relationships with Percy Rockdale, Rio Royal and MG Capital Management, as discussed in further detail in Item 2, Mr. Gorzynski may be deemed to beneficially own the Shares beneficially owned by each of Percy Rockdale, Rio Royal and MG Capital Management. Percy Rockdale and Mr. Gorzynski have shared voting and dispositive power over the shares of Common Stock directly held by Percy Rockdale. Rio Royal, MG Capital Management and Mr. Gorzynski have shared voting and dispositive power over the shares of Common Stock directly held by Rio Royal. MG Capital Management and Mr. Gorzynski have shared voting and dispositive power over the shares of Common Stock and warrants directly held by MG Capital Management.

As of the date hereof, CGIC may be deemed to beneficially own 328,129 Shares constituting approximately 1.8% of the Shares outstanding. By virtue of its relationship with CGIC discussed in further detail in Item 2, CLTC may be deemed the beneficial owner of the Shares beneficially owned by CGIC. By virtue of its relationship with CLTC discussed in further detail in Item 2, CIG may be deemed the beneficial owner of the Shares beneficially owned by CGIC. By virtue of its relationship with CIG discussed in further detail in Item 2, CGH may be deemed the beneficial owner of the Shares beneficially owned by CGIC. By virtue of his relationship with CGH discussed in further detail in Item 2, Mr. Gorzynski may be deemed the beneficial owner of the Shares beneficially owned by CGIC. CGH, CIG, CLTC, CGIC and Mr. Gorzynski have shared voting and dispositive power over the shares of Common Stock directly held by CGIC.

(c) Except as set forth on Schedule B hereto, the Reporting Persons have not entered into any transactions in the Common Stock during the past sixty days.

As of the date hereof, the Reporting Persons beneficially owns an aggregate of 1,103,296 Shares, constituting approximately 6.0% of the outstanding Shares. Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

(d) No Person other than the Reporting Persons has the right to receive or the power to direct the receipt of distributions or dividends from, or the proceeds from the transfer of, the reported securities.

(e) Not applicable.

Item 6 is hereby amended and restated in its entirety to add the following:

The Reporting Persons have entered into a joint filing agreement, dated as of July 27, 2021, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The terms and conditions of (i) the warrants to purchase 85 Shares held in the aggregate by MG Capital Management and (ii) the warrants to purchase 1,000 Shares held in the aggregate by Percy Rockdale, are as set forth in the Form of Series A Warrant, included as Exhibit A to the Warrant Agreement attached as Exhibit 99.2 hereto and incorporated by reference herein.

Item 7 is hereby amended to add the following exhibits:

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: July 27, 2021

Schedule A 

The following table sets forth the name, principal occupation, business address and citizenship of each of the executive officers and directors of Continental General Insurance Company:

The following table sets forth the name, principal occupation, business address and citizenship of each of the executive officers and directors of Continental LTC Inc.:

The following table sets forth the name, principal occupation, business address and citizenship of each of the executive officers and directors of Continental Insurance Group Ltd.:

SCHEDULE B

Transactions in the Securities of the Issuer During the Past 60 Days

Percy rockdale LLC

continental general holdings llc

Continental General Insurance Company

¹ Represents an internal transfer of Shares to Continental General Holdings LLC.

² Represents an internal transfer of Shares from Percy Rockdale LLC.

³ Represents an internal transfer of Shares to Continental General Insurance Company.

⁴ Represents an internal transfer of Shares from Continental General Holdings LLC.