Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Blanchard Christopher L

(Last)

(First)

(Middle)

250 WEST MAIN STREET

SUITE 1900

(Street)

LEXINGTON

40507

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Ramaco Resources, Inc. [ METC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CHIEF OPERATING OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/21/2023⁽¹⁾		D	V	518,291	D	$0	0	D
Class A common stock	06/21/2023⁽¹⁾		A	V	518,291	A	$0	518,291	D
Class B common stock	06/21/2023⁽²⁾		A	V	103,658	A	$0	103,658	D
Class A common stock	06/30/2023		F⁽³⁾		85,429	D	$8.44	432,862	D
Class B common stock	06/30/2023		F⁽⁴⁾		16,509	D	$10.61	87,149	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0⁽¹⁾⁽⁵⁾	06/21/2023		D⁽¹⁾⁽⁵⁾	V		28,889	⁽⁶⁾	⁽⁶⁾	Common Stock	28,889	$0⁽¹⁾⁽⁵⁾	0	D
Restricted Stock Units	$0⁽¹⁾⁽⁵⁾	06/21/2023		D⁽¹⁾⁽⁵⁾	V		65,631	⁽⁷⁾	⁽⁷⁾	Common Stock	65,631	$0⁽¹⁾⁽⁵⁾	0	D
Restricted Stock Units	$0⁽¹⁾⁽⁵⁾	06/21/2023		A⁽¹⁾⁽⁵⁾	V	28,889		⁽⁶⁾	⁽⁶⁾	Class A common stock	28,889	$0⁽¹⁾⁽⁵⁾	28,889	D
Restricted Stock Units	$0⁽¹⁾⁽⁵⁾	06/21/2023		A⁽¹⁾⁽⁵⁾	V	65,631		⁽⁷⁾	⁽⁷⁾	Class A common stock	65,631	$0⁽¹⁾⁽⁵⁾	94,520	D
Restricted Stock Units	$0⁽²⁾⁽⁸⁾	06/21/2023		A⁽²⁾⁽⁸⁾	V	5,777		⁽⁶⁾	⁽⁶⁾	Class B common stock	5,777	$0⁽²⁾⁽⁸⁾	5,777	D
Restricted Stock Units	$0⁽²⁾⁽⁸⁾	06/21/2023		A⁽²⁾⁽⁸⁾	V	13,126		⁽⁷⁾	⁽⁷⁾	Class B common stock	13,126	$0⁽²⁾⁽⁸⁾	18,903	D
Performance Stock Units	$0⁽¹⁾⁽⁹⁾	06/21/2023		D⁽¹⁾⁽⁹⁾	V		43,334	⁽¹⁰⁾	12/31/2024	Common Stock	43,334	$0⁽¹⁾⁽⁹⁾	0	D
Performance Stock Units	$0⁽¹⁾⁽⁹⁾	06/21/2023		D⁽¹⁾⁽⁹⁾	V		65,631	⁽¹⁰⁾	12/31/2025	Common Stock	65,631	$0⁽¹⁾⁽⁹⁾	0	D
Performance Stock Units	$0⁽¹⁾⁽⁹⁾	06/21/2023		A⁽¹⁾⁽⁹⁾	V	43,334		⁽¹⁰⁾	12/31/2024	Class A common stock	43,334	$0⁽¹⁾⁽⁹⁾	43,334	D
Performance Stock Units	$0⁽¹⁾⁽⁹⁾	06/21/2023		A⁽¹⁾⁽⁹⁾	V	65,631		⁽¹⁰⁾	12/31/2025	Class A common stock	65,631	$0⁽¹⁾⁽⁹⁾	108,965	D
Performance Stock Units	$0⁽²⁾⁽¹¹⁾	06/21/2023		A⁽²⁾⁽¹¹⁾	V	8,666		⁽¹⁰⁾	12/31/2024	Class B common stock	8,666	$0⁽²⁾⁽¹¹⁾	8,666	D
Performance Stock Units	$0⁽²⁾⁽¹¹⁾	06/21/2023		A⁽²⁾⁽¹¹⁾	V	13,126		⁽¹⁰⁾	12/31/2025	Class B common stock	13,126	$0⁽²⁾⁽¹¹⁾	21,792	D

Explanation of Responses:

1. On June 21, 2023, Ramaco Resources, Inc. (the "Company") reclassified its existing common stock, par value $0.01 per share, as shares of Class A common stock, par value $0.01 per share.

2. On June 21, 2023, the Company issued and distributed via dividend to holders of existing common stock (the "Distribution") 0.2 shares of Class B common stock, $0.01 par value ("Class B common stock"), per share of existing common stock held by each holder as of the record date for the Distribution.

3. Shares sold upon vesting to satisfy tax obligations. The number of shares withheld was based on the closing price of the Issuer's Class A common stock on June 30, 2023. Such shares were acquired as treasury stock by the issuer.

4. Shares sold upon vesting to satisfy tax obligations. The number of shares withheld was based on the closing price of the Issuer's Class B common stock on June 30, 2023. Such shares were acquired as treasury stock by the issuer.

5. Each holder of an outstanding restricted stock unit ("RSU") with respect to a share of existing common stock received, in connection with the reclassification and Distribution, a new RSU, which represents a right, upon satisfaction of continued service conditions, to receive one share of Class A common stock.

6. The RSUs vest in two equal annual installments beginning December 31, 2023.

7. The RSUs vest in three equal annual installments beginning on January 31, 2024.

8. Represents dividend equivalent rights in connection with the Distribution that accrue to the reporting person in restricted stock units that vest at the same time(s) as the underlying restricted stock units.

9. Each holder of an outstanding performance stock unit ("PSU") with respect to a share of existing common stock received, in connection with the reclassification and Distribution, a new PSU, which represents a right, upon satisfaction of continued service conditions, to receive one share of Class A common stock.

10. The PSUs vest upon the Company's Class A common stock achieving a specific total shareholder return for a measurement period.

11. Represents dividend equivalent rights in connection with the Distribution that accrue to the reporting person in performance stock units that vest at the same time(s) as the underlying performance stock units.

	/s/ Barkley J. Sturgill, Jr., Attorney-in-Fact	07/05/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

EXHIBIT 24

POWER OF ATTORNEY

The undersigned, as a Section 16 reporting person of Ramaco Resources, Inc. (the “Company”), hereby constitutes and appoints each of Randall W. Atkins and Barkley J. Sturgill, the undersigned’s true and lawful attorney-in-fact to:

complete and execute such Forms 3, 4 and 5 and other forms and all amendments thereto as such attorney shall in his or her discretion determine to be required or advisable pursuant to Section 16 of the Securities Exchange Act of 1934 (as amended), and the rules and regulations promulgated thereunder, or any successor laws and regulations, as a consequence of the undersigned’s ownership, acquisition or disposition of securities of the Company, and

do all acts necessary in order to file such forms with the Securities and Exchange Commission, any securities exchange or national association, the Company and such other person or agency as the attorney shall deem appropriate.

The undersigned hereby ratifies and confirms all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 (as amended). This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

In witness whereof, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of June, 2023.