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).

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

1. Name and Address of Reporting Person^*

Marcum John Cecil

(Last)

(First)

(Middle)

PO BOX 146

(Street)

SIDNEY

41564

(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)
	EVP for Production

3. Date of Earliest Transaction (Month/Day/Year)
01/23/2025

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

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)
Class A common stock	01/23/2025		M⁽¹⁾		12,094	A	$0	129,451	D
Class A common stock	01/23/2025		F⁽²⁾		5,883	D	$9.71	123,568	D
Class B common stock	01/23/2025		M⁽¹⁾		2,419	A	$0	28,180	D
Class B common stock	01/23/2025		F⁽³⁾		1,177	D	$9.15	27,003	D
Class B common stock	01/23/2025		M⁽⁴⁾		224	A	$0	27,227	D
Class B common stock	01/23/2025		F⁽⁵⁾		108	D	$9.21	27,119	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)
Performance Stock Units	$0⁽⁶⁾	01/23/2025		M⁽¹⁾			12,094⁽⁷⁾	⁽¹⁾	⁽¹⁾	Class A common stock	12,094	$0	0⁽⁷⁾	D
Performance Stock Units	$0⁽⁸⁾	01/23/2025		M⁽¹⁾			2,419⁽⁹⁾	⁽¹⁾	⁽¹⁾	Class B common stock	2,419	$0	0⁽⁹⁾	D
Dividend Equivalent Units	$0⁽¹⁰⁾	01/23/2025		M			224	⁽⁴⁾	⁽⁴⁾	Class B common stock	224	$0	0	D

Explanation of Responses:

1. The performance stock units granted on February 16, 2022 under the Ramaco Resources, Inc.'s (the "Company") Long Term Incentive Plan vested on January 23, 2025 upon certification of performance by the Company's Compensation Committee of the Board of Directors (the "Committee"). The Committee certified the achievement of pre-established performance targets at 93.3% for the performance period beginning on January 1, 2022 and ending on December 31, 2024.

2. Shares surrendered upon vesting to satisfy tax obligations. The number of shares surrendered was based on the closing price of the Issuer's Class A common stock on January 22, 2025.

3. Shares surrendered upon vesting to satisfy tax obligations. The number of shares surrendered was based on the closing price of the Issuer's Class B common stock on January 22, 2025.

4. On November 20, 2024, the Issuer declared stock dividends of $0.1375 per share of Class A common stock and $0.2364 per share of Class B common stock, both payable in shares of the Issuer's Class B common stock on December 16, 2024 (the "December Dividend"), to shareholders of record as of the close of Nasdaq on December 2, 2024, with the amount of Class B shares to be issued per share for each respective class of stock determined by dividing the dividend amount by the closing transaction price of the Class B common stock at the close of the market on the record date ($9.96). As a result, the reporting person received 224 dividend equivalent units of Company's Class B common stock which vest at the same time as the underlying performance stock units.

5. As a result of the December Dividend, the reporting person received 224 shares of Company's Class B common stock as of January 23, 2025 in respect of the stock dividends following settlement of the performance stock units, of which 108 were used to satisfy tax withholding obligations. The number of shares withheld was calculated based on the closing price of the Issuer's Class B common stock on the date of delivery of the shares (January 23, 2025).

6. Each performance stock unit represents a contingent right to receive one share of Class A common stock.

7. Amount excludes 869 Performance Stock Units that did not vest and were cancelled because less than 100% of the pre-established performance targets were achieved during the performance period. No consideration was received for the Performance Stock Units that were cancelled. See Footnote 1.

8. Each performance stock unit represents a contingent right to receive one share of Class B common stock.

9. Amount excludes 174 Performance Stock Units that did not vest and were cancelled because less than 100% of the pre-established performance targets were achieved during the performance period. No consideration was received for the Performance Stock Units that were cancelled. Please see Footnote 1.

10. Dividend equivalent units underlying the performance stock units listed above with respect to Class A common stock and with respect to Class B common stock. See Footnote 4 for further detail.

	/s/ Jonathan Tyler Adkins, Attorney-in-Fact	01/27/2025
	** 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).
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