13D Filing: Christopher Cline and Foresight Energy Lp (NYSE:FELP)

	13D
CUSIP No. 34552U104		Page 2

This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) relates to the common units representing limited partner interests (the “Common Units”) of Foresight Energy LP, a Delaware limited partnership (the “Issuer”). The principal executive offices of the Issuer are located at: One Metropolitan Square, 211 North Broadway, Suite 2600, St. Louis, MO 63102. Information given in response to each item herein shall be deemed incorporated by reference in all other items, as applicable.

(a), (b), (c), (f) This statement is being filed by Christopher Cline, a citizen of the United States of America (“Cline” or the “Reporting Person”).  The business address, present principal employment and the name and address of the corporation or other organization in which such employment is conducted of the Reporting Person is set forth on Schedule I hereto.

(d), (e) During the last five years, the Reporting Person (i) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and (ii) was not 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 violations with respect to such laws.

Not applicable.

This Amendment No. 1 is being filed by the Reporting Person to disclose the termination of a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that may have been deemed to have been formed in connection with the execution of the Power of Attorney Agreement, as previously disclosed in the Schedule 13D filed by the Reporting Person and certain other parties on September 9, 2016 (the “Original Schedule 13D”).  This filing is not being made as a result of any acquisition or disposition of Common Units by the Reporting Person.

The Original Schedule 13D was filed in connection with a restructuring of the Issuer (the “Restructuring”), the terms of which were described in the Original Schedule 13D and in the Issuer’s Current Report on Form 8-K filed September 6, 2016, which was incorporated by reference into the Original Schedule 13D.  As disclosed in the Original Schedule 13D, as part of the Restructuring two wholly owned subsidiaries of the Issuer issued Senior Secured Second Lien Exchangeable PIK Notes due 2017 (“Exchangeable PIK Notes”) (which were guaranteed by the Issuer) to, among other persons, (i) Cline, (ii) four trusts for the benefit of Cline’s children (collectively, the “Trusts”), which trusts collectively own all of the interests in Cline Trust Company LLC, a limited liabilility company (“Cline Trust Company”) of which Donald R. Holcomb (“Holcomb”) is manager, (iii) Michael J. Beyer (“Beyer”), (iv) Munsen LLC, a limited liability company (“Munsen”) controlled by John Dickinson (“Dickinson”), (v) Filbert Holdings LLC, a limited liability company (“Filbert”) controlled by Andrew Rimbach (“Rimbach”), and (vii) Forest Glen Investments LLC, a limited liability company (“Forest Glen”) controlled by Brian Glasser (“Glasser”).

Cline, Cline Trust Company, Holcomb, Beyer, Dickinson, Rimbach and Glasser were the reporting persons in the Original Schedule 13D (the “Original Schedule 13D Reporting Persons”).  Cline, Beyer, Munsen, Filbert, Forest Glen, the Trusts and Foresight Reserves, LP (“Reserves”) (which is controlled by Cline) were referred to in the Original Schedule 13D and are referred to herein as the “Reserves Investor Group”.

As further disclosed in the Original Schedule 13D, in connection with the Restructuring, the Issuer, Reserves (on behalf of itself and as attorney-in-fact for the other members of the Reserves Investor Group) and Murray Energy Corporation (“MEC”) entered into a Financing Letter Agreement governing certain rights of Reserves and the Reserves Investor Group and obligations of MEC and the Issuer in connection with a refinancing of the Exchangeable PIK Notes.  Also in connection with the Restructuring, the members of the Reserves Investor Group entered into a Power of Attorney Agreement providing that, in the event of a refinancing of the Exchangeable PIK Notes by the Issuer or any of its subsidiaries, Reserves would have the right, in its sole discretion, to make, on behalf of the members of the Reserves Investor Group, certain elections set forth in the Financing Letter Agreement with respect to the refinancing.  As a result of the Reserves Investor Group having entered into the Power of Attorney Agreement and Reserves having entered into the Financing Letter Agreement on behalf of the Reserves Investor Group, the Original Schedule 13D Reporting Persons may have been deemed to have been members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act.  As a result, on September 9, 2016 the Original Schedule 13D Reporting Persons filed the Original Schedule 13D.