Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Warrior Met Coal, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
93627C101
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ |
Rule 13d-1(b)
|
| ☐ |
Rule 13d-1(c)
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| ☒ |
Rule 13d-1(d)
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
|
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 93627C101
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13G
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1
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NAME OF REPORTING PERSON
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KKR Credit Advisors (US) LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
||||
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(a)☐
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|||||
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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||||
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6
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SHARED VOTING POWER
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0
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||||
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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2
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CUSIP No. 93627C101
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13G
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1
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NAME OF REPORTING PERSON
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Kohlberg Kravis Roberts & Co. L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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||||
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
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SOLE VOTING POWER
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0
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||||
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6
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SHARED VOTING POWER
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0
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||||
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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0
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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|||
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||||
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10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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||||
3
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CUSIP No. 93627C101
|
13G
|
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1
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NAME OF REPORTING PERSON
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KKR Management Holdings L.P.
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||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
||||
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(a)☐
|
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(b)☐
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3
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SEC USE ONLY
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||
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Delaware
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|||
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||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
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0
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||||
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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0
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||||
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9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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||
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0
|
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|
|||
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|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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||
|
☐
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|||
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|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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||
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0%
|
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|
|||
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||||
|
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||
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PN
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|||
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|
||||
4
|
CUSIP No. 93627C101
|
13G
|
|
1
|
NAME OF REPORTING PERSON
|
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|
||
|
KKR Management Holdings Corp.
|
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|
|||
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|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
||||
|
(a)☐
|
|||||
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(b)☐
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|
|||
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3
|
SEC USE ONLY
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||
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|||
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|
||||
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4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
||
|
Delaware
|
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|
|||
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|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
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0
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|||
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|
||||
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6
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SHARED VOTING POWER
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||
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0
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|||
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|
||||
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7
|
SOLE DISPOSITIVE POWER
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||
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0
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|||
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||||
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8
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SHARED DISPOSITIVE POWER
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||
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0
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|||
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|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
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|
|||
|
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|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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||
|
CO
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|||
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||||
5
|
CUSIP No. 93627C101
|
13G
|
|
1
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NAME OF REPORTING PERSON
|
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||
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KKR Group Holdings Corp.
|
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|
|||
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|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
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|
||
|
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|
|||
|
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|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
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|
||
|
0
|
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|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
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|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
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|
||
|
0
|
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|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
6
|
CUSIP No. 93627C101
|
13G
|
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
|
KKR & Co. Inc.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
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|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
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|
||
|
0
|
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|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
7
|
CUSIP No. 93627C101
|
13G
|
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
|
KKR Management LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
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|
||
|
|
|
|
|||
|
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|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
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|
|||
|
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|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
8
|
CUSIP No. 93627C101
|
13G
|
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
|
Henry R. Kravis
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
United States
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
9
|
CUSIP No. 93627C101
|
13G
|
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
|
George R. Roberts
|
< div style="text-align: left"> |
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
United States
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
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0
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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10
STATEMENT ON SCHEDULE 13G
This is Amendment No. 1 to the Schedule 13G filed with the Securities and Exchange Commission on February 13, 2018. This Amendment No. 1 reflects,
among other things, the conversion of KKR & Co. L.P., a Delaware limited partnership, into a Delaware corporation named KKR & Co. Inc., which became effective on July 1, 2018, pursuant to which KKR & Co. L.P. contributed all of its
interests in two wholly-owned subsidiaries, KKR Group Holdings L.P. and KKR Group Limited to a newly formed and wholly-owned subsidiary, KKR Group Holdings Corp., and KKR Group Holdings L.P. and KKR Group Limited were liquidated (the “KKR
Reorganization”). The KKR Reorganization did not involve any purchase or sale of securities of the issuer. Pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended (the “Act”), each of the persons listed below under Item 2
(each a “Reporting Person,” and collectively the “Reporting Persons”), have agreed to file one statement with respect to their beneficial ownership of Common Stock, par value $0.01 per share (“Common Stock”), of Warrior Met Coal, Inc. (the
“Issuer”).
Item 1.
| (a) |
Name of Issuer:
|
Warrior Met Coal, Inc.
| (b) |
Address of Issuer’s Principal Executive Offices:
|
16243 Highway 216, Brookwood, Alabama 35444
Item 2.
| (a) |
Name of Person Filing:
|
KKR Credit Advisors (US) LLC
Kohlberg Kravis Roberts & Co. L.P.
KKR Management Holdings L.P.
KKR Management Holdings Corp.
KKR Group Holdings Corp.
KKR & Co. Inc.
KKR Management LLC
Henry R. Kravis
George R. Roberts
| (b) |
Address of Principal Business Office, or, if none, Residence:
|
The principal business office for all persons filing (other than KKR Credit Advisors (US) LLC and George R. Roberts) is:
c/o Kohlberg Kravis Roberts & Co. L.P.
9 West 57th Street, Suite 4200
New York, NY 10019
The principal business office for KKR Credit Advisors (US) LLC is:
KKR Credit Advisors (US) LLC
555 California Street, 50th Floor
San Francisco, CA 94104
11
The principal business office for George R. Roberts is:
c/o Kohlberg Kravis Roberts & Co. L.P.
2800 Sand Hill Road, Suite 200
Menlo Park, CA 94025
| (c) |
Citizenship:
|
See Item 4 of each cover page.
| (d) |
Title of Class of Securities:
|
Common Stock, par value $0.01 per share.
| (e) |
CUSIP Number:
|
93627C101
Item 3.
Not applicable.
| Item 4 |
Ownership.
|
| (a) |
Amount beneficially owned: 0
|
| (b) |
Percent of class: 0
|
| (c) |
Number of shares as to which the person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
0
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
12
| Item 5. |
Ownership of Five Percent or Less of a Class.
|
If this statement is being filed to report that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☒
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
|
Not applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control
Person.
|
Not applicable.
| Item 8. |
Identification and Classification of Members of the Group.
|
Not applicable.
| Item 9. |
Notice of Dissolution of Group.
|
Not applicable.
| Item 10. |
Certifications.
|
Not applicable.
13
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in
this statement is true, complete and correct.
Dated: February 13, 2019
|
KKR CREDIT ADVISORS (US) LLC
|
||
|
By:
|
/s/ Jeffrey Van Horn
|
|
|
Name:
|
Jeffrey Van Horn
|
|
|
Title:
|
Vice President
|
|
|
KOHLBERG KRAVIS ROBERTS & CO. L.P.
|
||
|
By:
|
/s/ Terence P. Gallagher
|
|
|
Name:
|
Terence P. Gallagher
|
|
|
Title:
|
Attorney-in-fact for William J. Janetschek,
|
|
|
Chief Financial Officer
|
||
|
KKR MANAGEMENT HOLDINGS L.P.
|
||
|
|
||
| By: | KKR Management Holdings Corp., its general partner | |
|
By:
|
/s/ Terence P. Gallagher
|
|
|
Name:
|
Terence P. Gallagher
|
|
|
Title:
|
Attorney-in-fact for William J. Janetschek,
|
|
|
Chief Financial Officer
|
||
|
KKR MANAGEMENT HOLDINGS CORP.
|
||
|
By:
|
/s/ Terence P. Gallagher
|
|
|
Name:
|
Terence P. Gallagher
|
|
|
Title:
|
Attorney-in-fact for William J. Janetschek,
|
|
|
Chief Financial Officer
|
||
|
KKR GROUP HOLDINGS CORP.
|
||
|
By:
|
/s/ Terence P. Gallagher
|
|
|
Name:
|
Terence P. Gallagher
|
|
|
Title:
|
Attorney-in-fact for William J. Janetschek,
|
|
|
Chief Financial Officer
|
||
14
|
KKR & CO. INC.
|
||
|
By:
|
/s/ Terence P. Gallagher
|
|
|
Name:
|
Terence P. Gallagher
|
|
|
Title:
|
Attorney-in-fact for William J. Janetschek,
|
|
|
Chief Financial Officer
|
||
|
KKR MANAGEMENT LLC
|
||
|
By:
|
/s/ Terence P. Gallagher
|
|
|
Name:
|
Terence P. Gallagher
|
|
|
Title:
|
Attorney-in-fact for William J. Janetschek,
|
|
|
Chief Financial Officer
|
||
|
HENRY R. KRAVIS
|
||
|
By:
|
/s/ Terence P. Gallagher
|
|
|
Name:
|
Terence P. Gallagher
|
|
|
Title:
|
Attorney-in-fact
|
|
|
GEORGE R. ROBERTS
|
||
|
By:
|
/s/ Terence P. Gallagher
|
|
|
Name:
|
Terence P. Gallagher
|
|
|
Title:
|
Attorney-in-fact
|
|
15
EXHIBITS
|
Exhibit
Number
|
Title
|
|
|
Joint Filing Agreement, da
ted as of February 13, 2019.
|
||
|
2
|
Power of Attorneys granted by Henry R. Kravis, George R. Roberts and William J. Janetschek (previously filed with the Schedule 13G filed
on February 13, 2018 and incorporated herein by reference)
|
16