Edgar Filing: Goodman Bennett J

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Blackstone Group L.P.

2. Issuer Name and Ticker or Trading Symbol
WARRIOR MET COAL, INC. [HCC]

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

345 PARK AVENUE,

3. Date of Earliest Transaction (Month/Day/Year)
05/10/2018

(Street)

NEW YORK, NY 10154

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

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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	05/10/2018		S		524,749	D	$ 24.2 ⁽¹⁾	1,137,128	I	See Footnotes ⁽²⁾ ⁽¹³⁾ ⁽¹⁴⁾ ⁽¹⁵⁾ ⁽¹⁶⁾ ⁽¹⁷⁾
Common Stock	05/10/2018		S		462,967	D	$ 24.2 ⁽¹⁾	1,003,247	I	See Footnotes ⁽³⁾ ⁽¹³⁾ ⁽¹⁴⁾ ⁽¹⁵⁾ ⁽¹⁶⁾ ⁽¹⁷⁾
Common Stock	05/10/2018		S		53,348	D	$ 24.2 ⁽¹⁾	115,606	I	See Footnotes ⁽⁴⁾ ⁽¹³⁾ ⁽¹⁴⁾ ⁽¹⁵⁾ ⁽¹⁶⁾ ⁽¹⁷⁾
Common Stock	05/10/2018		S		60,369	D	$ 24.2 ⁽¹⁾	130,821	I	See Footnotes ⁽⁵⁾ ⁽¹³⁾ ⁽¹⁴⁾ ⁽¹⁵⁾ ⁽¹⁶⁾ ⁽¹⁷⁾
Common Stock	05/10/2018		S		111,564	D	$ 24.2 ⁽¹⁾	241,761	I	See Footnotes ⁽⁶⁾ ⁽¹³⁾ ⁽¹⁴⁾ ⁽¹⁵⁾ ⁽¹⁶⁾ ⁽¹⁷⁾
Common Stock	05/10/2018		S		126,800	D	$ 24.2 ⁽¹⁾	274,775	I	See Footnotes ⁽⁷⁾ ⁽¹²⁾ ⁽¹⁴⁾ ⁽¹⁵⁾ ⁽¹⁶⁾ ⁽¹⁷⁾
Common Stock	05/10/2018		S		48,711	D	$ 24.2 ⁽¹⁾	105,558	I	See Footnotes ⁽⁸⁾ ⁽¹³⁾ ⁽¹⁴⁾ ⁽¹⁵⁾ ⁽¹⁶⁾ ⁽¹⁷⁾
Common Stock	05/10/2018		S		17,097	D	$ 24.2 ⁽¹⁾	37,050	I	See Footnotes ⁽⁹⁾ ⁽¹²⁾ ⁽¹⁴⁾ ⁽¹⁵⁾ ⁽¹⁶⁾ ⁽¹⁷⁾
Common Stock	05/10/2018		S		167,405	D	$ 24.2 ⁽¹⁾	362,766	I	See Footnotes ⁽¹⁰⁾ ⁽¹²⁾ ⁽¹⁴⁾ ⁽¹⁵⁾ ⁽¹⁶⁾ ⁽¹⁷⁾
Common Stock	05/10/2018		S		296,669	D	$ 24.2 ⁽¹⁾	642,881	I	See Footnotes ⁽¹¹⁾ ⁽¹²⁾ ⁽¹⁴⁾ ⁽¹⁵⁾ ⁽¹⁶⁾ ⁽¹⁷⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Blackstone Group L.P. 345 PARK AVENUE NEW YORK, NY 10154		X
GSO Advisor Holdings L.L.C. C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK, NY 10154		X
GSO Holdings I LLC C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK, NY 10154		X
Blackstone Holdings I L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154		X
Blackstone Holdings II L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154		X
Blackstone Holdings I/II GP Inc C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154		X
Blackstone Group Management L.L.C. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154		X
SCHWARZMAN STEPHEN A C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154		X
Goodman Bennett J C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK, NY 10154		X
Smith J Albert III C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK, NY 10154		X

Signatures

THE BLACKSTONE GROUP L.P., By: Blackstone Group Management L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer		05/14/2018
^**Signature of Reporting Person		Date
GSO ADVISOR HOLDINGS L.L.C., By: Blackstone Holdings I L.P., its sole member, By: Blackstone Holdings I/II GP Inc., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer		05/14/2018
^**Signature of Reporting Person		Date
GSO HOLDINGS I L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer		05/14/2018
^**Signature of Reporting Person		Date
BLACKSTONE HOLDINGS I L.P., By: Blackstone Holdings I/II GP Inc., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer		05/14/2018
^**Signature of Reporting Person		Date
BLACKSTONE HOLDINGS II L.P., By: Blackstone Holdings I/II GP Inc., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer		05/14/2018
^**Signature of Reporting Person		Date
BLACKSTONE HOLDINGS I/II GP INC., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer		05/14/2018
^**Signature of Reporting Person		Date
BLACKSTONE GROUP MANAGEMENT L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer		05/14/2018
^**Signature of Reporting Person		Date
/s/ Stephen A. Schwarzman		05/14/2018
^**Signature of Reporting Person		Date
BENNETT J. GOODMAN, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Attorney-in-Fact		05/14/2018
^**Signature of Reporting Person		Date
J. ALBERT SMITH III, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Attorney-in-Fact		05/14/2018
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	This amount represents the $24.20 public offering price per share of Issuer common stock.
(2)	GSO Special Situations Fund LP ("Special Situations Fund") directly holds these securities.
(3)	GSO SSOMF Locomotive Blocker Ltd. ("SSOMF Fund") directly holds these securities. GSO Special Situations Overseas Master Fund Ltd. is the sole shareholder of SSOMF Fund.
(4)	Steamboat Locomotive Blocker Ltd. ("Steamboat Fund") directly holds these securities. Steamboat Credit Opportunities Intermediate Fund LP is the sole shareholder of Steamboat Fund.
(5)	GSO ADGM Locomotive Blocker Ltd. ("ADGM Fund") directly holds these securities. GSO Aiguille des Grands Montets Fund I LP, GSO Aiguille des Grands Montets Fund II LP and GSO Aiguille des Grands Montets Fund III LP are the shareholders of ADGM Fund.
(6)	GSO Cactus Credit Opportunities Fund LP ("Cactus Fund") directly holds these securities.
(7)	GSO Churchill Partners LP ("Churchill Fund") directly holds these securities.
(8)	GSO Coastline Credit Partners LP ("Coastline Fund") directly holds these securities.
(9)	GSO Credit-A Partners LP ("Credit-A Fund") directly holds these securities.
(10)	GSO Palmetto Opportunistic Investment Partners LP ("Palmetto Fund") directly holds these securities.
(11)	GSO Credit Alpha Fund AIV-2 LP ("COCA AIV-2 Fund", and collectively with Special Situations Fund, SSOMF Fund, Steamboat Fund, ADGM Fund, Cactus Fund, Churchill Fund, Coastline Fund, Credit-A Fund and Palmetto Fund, the "GSO Funds") directly holds these securities.
(12)	GSO Churchill Associates LLC is the general partner of Churchill Fund. GSO Credit-A Associates LLC is the general partner of Credit-A Fund. GSO Palmetto Opportunistic Associates LLC is the general partner of Palmetto Fund. GSO Credit Alpha Associates LLC is the general partner of COCA AIV-2 Fund. GSO Holdings I L.L.C. is the managing member of each of GSO Churchill Associates LLC, GSO Credit-A Associates LLC, GSO Palmetto Opportunistic Associates LLC and GSO Credit Alpha Associates LLC. Blackstone Holdings I L.P. is the managing member of GSO Holdings I L.L.C. with respect to the shares beneficially owned by GSO Credit Alpha Associates LLC. Blackstone Holdings II L.P. is the managing member of GSO Holdings I L.L.C. with respect to shares beneficially owned by GSO Churchill Associates LLC, GSO Credit-A Associates LLC and GSO Credit Palmetto Opportunistic Associates LLC.
(13)	GSO Capital Partners LP is the investment manager or advisor with respect to the shares of Issuer common stock held by Special Situations Fund, SSOMF Fund, Steamboat Fund, ADGM Fund, Cactus Fund and Coastline Fund. GSO Advisor Holdings L.L.C. is the special limited partner of GSO Capital Partners LP with the investment and voting power over the securities beneficially owned by GSO Capital Partners LP. Blackstone Holdings I L.P. is the sole member of GSO Advisor Holdings L.L.C.
(14)	Blackstone Holdings I/II GP Inc. is the general partner of Blackstone Holdings I L.P. and Blackstone Holdings II L.P. The Blackstone Group L.P. is the controlling shareholder of Blackstone Holdings I/II GP Inc. Blackstone Group Management L.L.C. is the general partner of The Blackstone Group L.P. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. In addition, each of Bennett J. Goodman and J. Albert Smith III may be deemed to have shared voting power and/or investment power with respect to the securities held by the GSO Funds.
(15)	Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.
(16)	Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
(17)	Each of the Reporting Persons (other than each of the GSO Funds to the extent they directly hold securities of the Issuer), disclaims beneficial ownership of the securities held by each of the GSO Funds, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than each of the GSO Funds to the extent they directly hold securities of the Issuer) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

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