SEC FORM 4

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).

1. Name and Address of Reporting Person^*

Walker Greg A

(Last)

(First)

(Middle)

ONE ALPHA PLACE

P. O. BOX 2345

(Street)

ABINGDON

24212

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Alpha Natural Resources, Inc. [ ANR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr.VP, Gen.Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2009

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)
Common Stock	07/31/2009		M⁽¹⁾		24,255	A	$0	36,255	D
Common Stock	07/31/2009		A⁽²⁾		3,045	A	$0	39,300	D
Common Stock	07/31/2009		F⁽³⁾		4,482	D	$0	34,818	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)
Restricted Stock Units	$0⁽⁴⁾	07/31/2009		M			24,255	⁽¹⁾	⁽¹⁾	Common Stock	24,255	$0	0	D

Explanation of Responses:

1. Includes 24,255 Restricted Stock Units (11,979 Time Restricted Stock Units, 6,138 EBITDA Restricted Stock Units, and 6,138 Free Cash Flow Restricted Stock Units) granted to the reporting person on January 12, 2009 pursuant to the Company's Amended and Restated 2004 Stock Incentive Plan. Pursuant to the Agreement and Plan of Merger between Alpha Natural Resources, Inc. and Foundation Coal Holdings, Inc. dated May 11, 2009 (the "Merger Agreement") which was renamed Alpha Natural Resources, Inc., in connection with the merger "New Alpha." The Compensation Committee accelerated the vesting on July 31, 2009 of 100% of the Time Restricted Stock Units, EBITDA Restricted Stock Units, and Free Cash Flow Restricted Stock Units. The EBITDA Restricted Stock Units and the Free Cash Flow Restricted Stock Units and associated exchange ratio shares will settle on February 28, 2010. Reporting person resigned as General Counsel and Secretary of the Issuer effective July 31, 2009.

2. The reporting person received 3,045 shares pursuant to the 1.084 exchange ratio under the terms of the Merger Agreement; this transaction is exempt pursuant to Rule 16b-3 under the Securities and Exchange Act of 1934.

3. Represents 4,482 shares tendered by reporting person to the Issuer for payment of withholding taxes; this transaction is exempt pursuant to Rule 16b-3 under the Securities and Exchange Act of 1934.

4. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock.

Remarks:

	Edythe C. Katz, Attorney-in-Fact	08/04/2009
	** 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).
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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