SEC FORM 3

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SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Henry Scott Alan

(Last)

(First)

(Middle)

9540 SOUTH MAROON CIRCLE

SUITE 300

(Street)

ENGLEWOOD

80112

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/12/2018

3. Issuer Name and Ticker or Trading Symbol
WESTMORELAND COAL Co [ WLB ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Principal Accounting Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	350	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restrcited Stock Units⁽¹⁾	04/01/2018	04/01/2020	Common Stock	757	⁽²⁾	D
Performance Based Restricted Stock Units⁽³⁾	04/01/2020	04/01/2020	Common Stock	1,988	⁽³⁾	D
Cash Units⁽⁴⁾	04/01/2018	04/01/2020	Common Stock	505	⁽⁵⁾	D

Explanation of Responses:

1. Each Restricted Stock Unit represents a contingent right to receive one share of common stock payable in common stock, cash or a combination thereof at the discretion of the Compensation and Benefits Committee.

2. The Restricted Stock Units vest in three equal annual installments beginning on April 1st following the grant date.

3. Each Performance Based Restricted Stock Unit ("PBRSU") represents a contingent right to receive up to 1.5 shares of common stock or the economic equivalent thereof. Units vest over three years and may become payable on April 1, 2020; achievement is 25% weighted based on a comparison of the company's relative total shareholder return ("TSR") over the performance period to a weighted total shareholder return during such period of companies in the Russell 3000 Index; 25% weighted based on a comparison of the company's TSR over the performance period to a weighted TSR during such period of certain companies in the Market Vectors Global Coal Index with principal places of business in the US, Australia or Canada; and 50% weighted based on a three-year free cash flow goal for the Company's consolidated enterprise. For achievement between 100% and 150% of target performance, the PBRSU will be settled solely in cash.

4. Each Cash Unit was the economic equivalent of one share of the Issuer's common stock and automatically settled in cash pursuant to its terms.

5. Each Cash Unit is settled solely in cash upon vesting and represents the economic equivalent of one share of the Issuer's common stock. These Cash Units vest in three equal installments annually.

Remarks:

	/s/ Jennifer S. Grafton by attached Power of Attorney	04/23/2018
	** 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 5 (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.
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