UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 8-K

____________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the ~~Securities Exchange Act of 1934~~

~~Date~~Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~earliest event reported): April 29, 2016 (April 26, 2016)~~1934

Date of Report (Date of earliest event reported): May 20, 2016

ALPHA NATURAL RESOURCES, INC.

(Exact name of registrant as specified in its charter)




Delaware	001-32331	42-1638663
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation)		Identification No.)

One Alpha Place, P.O. Box 16429, ~~Bristol, VA 24209~~

Bristol, VA 24209

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (276) 619-4410

(Former name or former address, if changed since last report)

____________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ~~[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)~~

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 17.01 ~~Entry~~. ~~into~~Regulation aFD ~~Material Definitive Agreement~~Disclosure.

As previously disclosed in the Current Report on Form 8-K filed by Alpha Natural Resources, Inc. (the “Company”), on August 3, 2015, the Company and certain of its subsidiaries (collectively, the “Debtors”) filed voluntary petitions in the United States Bankruptcy Court for the Eastern District of Virginia (the “Bankruptcy Court”) for relief under the provisions of chapter 11 of title 11 of the United States Code. The Debtors’ chapter 11 cases are being jointly administered under the caption In re Alpha Natural Resources, Inc., et al., Case No. 15-33896 (Bankr. E.D. Va.).

~~Pennsylvania~~Monthly ~~Land~~Operating ~~Resources,~~Report LLC (“PLR”), a wholly-owned subsidiary of Alpha and one of the Debtors, has entered into an amended and restated asset purchase agreement (the “Purchase Agreement”) with Rice Drilling B LLC (“Rice”), an affiliate of Rice Energy, Inc., whereby Rice would purchase substantially all of the assets of PLR for $200 million in cash, subject to limited purchase price adjustments, and the assumption of certain liabilities. Pursuant to the terms of the Purchase Agreement, PLR and certain affiliated entities will sell leasehold interests in approximately 27,400 net undeveloped Marcellus acres, as well as fee interests in the oil and gas underlying an additional 3,200 gross acres. Included within the acreage to be acquired by Rice are the rights to the Utica on approximately 23,500 net acres. The Purchase Agreement provides that at closing, Rice and certain Alpha affiliates will enter into agreements providing for the rights of the parties with respect to the development of (a) the coal, by the Alpha affiliates or their successors in interest, and (b) the oil and gas, by Rice.

InOn ~~addition~~May ~~to providing for customary representations~~20, ~~warranties~~2016, ~~covenants~~the ~~and~~Debtors ~~other~~filed ~~agreements,~~with the ~~Purchase~~Bankruptcy ~~Agreement~~Court ~~requires~~their amonthly ~~$20~~operating ~~million~~report ~~escrow~~for ~~deposit~~the period from ~~Rice~~April 1, to2016 ~~be released~~ to ~~PLR~~April 30, at2016 ~~closing. The~~(the ~~Purchase Agreement is intended to constitute a~~ “~~stalking~~Monthly ~~horse~~Operating ~~bid~~Report”). ~~for~~The ~~the~~Monthly ~~PLR~~Operating ~~assets~~Report inis ~~accordance~~furnished with ~~bidding~~this ~~procedures~~Current ~~previously~~Report ~~approved~~on byForm ~~the~~8-K ~~Bankruptcy~~(this ~~Court,~~“Current ~~and~~Report”) ~~includes~~as ~~certain~~Exhibit ~~bid~~99.1 ~~protections~~and ~~for~~incorporated ~~Rice,~~into ~~including~~this aItem ~~maximum~~7.01 ~~expense~~by ~~reimbursement~~reference. ofThe ~~$1.5~~Monthly ~~million~~Operating ~~and~~Report, awith ~~break-up~~the ~~fee~~exception of $2Appendix ~~million~~A, ~~(the~~which ~~“Bid~~presents ~~Protections”). Subject~~information toon ~~Bankruptcy~~a ~~Court~~consolidated ~~approval~~basis, ~~the~~does ~~Bid~~not ~~Protections~~reflect ~~are~~information ~~payable~~regarding ~~upon~~ certain ~~termination~~of ~~events,~~the ~~including~~Company’s ~~consummation~~subsidiaries ofthat aare ~~competing~~not ~~transaction~~Debtors.

AsThis ~~previously~~Current ~~reported,~~Report (including the ~~Debtors’~~exhibit ~~first~~hereto ~~lien~~and ~~lenders~~any ~~(the~~information ~~“First~~included ~~Lien Lenders”~~therein) ~~agreed~~shall tonot abe ~~stalking~~deemed ~~horse~~an ~~credit~~admission ~~bid~~as into the ~~amount~~materiality of ~~$500~~any ~~million~~information ~~for~~required ~~certain~~to be disclosed solely by reason of ~~the~~Regulation ~~Debtors’~~FD. ~~assets~~The information contained in this Current Report, including the ~~assets~~exhibit ~~of PLR~~hereto, asshall ~~set~~not ~~forth~~be indeemed an“filed” ~~Asset~~for ~~Purchase~~purposes ~~Agreement~~of ~~filed~~Section ~~with~~18 of the ~~Bankruptcy~~Securities ~~Court~~Exchange onAct ~~March~~of 81934, ~~2016~~as amended (the “~~Lender~~Exchange ~~APA~~Act”)~~. In~~, aor ~~filing~~otherwise ~~with~~subject to the ~~Bankruptcy~~liabilities ~~Court~~of onthat ~~March 18~~section, ~~2016,~~nor ~~the~~shall ~~First~~such ~~Lien~~information ~~Lenders~~be ~~allocated~~deemed ~~$175~~incorporated ~~million~~by ofreference ~~their~~in ~~credit~~any ~~bid~~filing tounder the ~~PLR~~Exchange ~~assets. To~~Act ~~accommodate~~or the ~~Purchase~~Securities ~~Agreement~~Act ~~with~~of ~~Rice~~1933, ~~the~~as ~~First~~amended, ~~Lien~~except ~~Lenders~~as ~~have~~shall ~~agreed~~be toexpressly ~~modify~~set ~~the~~forth ~~Lender~~by ~~APA~~specific toreference ~~remove~~in ~~the~~such ~~PLR~~a ~~assets and reduce the credit bid purchase price to $325 million~~filing.

~~The~~Cautionary ~~foregoing~~Statement ~~description~~Regarding ofFinancial ~~the Purchase Agreement does not purport to be complete~~ and isOperating ~~qualified in its entirety by reference to the Purchase Agreement, which is attached hereto as Exhibit 2.1 and incorporated herein by reference.~~Data

OnThe ~~April~~Monthly 26Operating Report, ~~2016~~with the exception of Appendix A, ~~after~~which presents information on a ~~hearing~~consolidated basis, pertains only to the ~~Bankruptcy~~Debtors ~~Court~~(and ~~entered~~thus andoes ~~order~~not ~~(a)~~represent ~~designating~~operations ~~Rice~~of asall of the ~~stalking~~Company’s ~~horse~~subsidiaries) ~~bidder~~and ~~for~~contains ~~the~~unaudited ~~PLR~~financial ~~assets~~information onthat ~~terms~~has ofnot ~~the~~been ~~Purchase~~reviewed ~~Agreement,~~by ~~subject~~independent accountants. The financial information related to ~~higher~~the orDebtors ~~better~~included ~~bids,~~in ~~(b)~~the ~~approving~~Monthly Operating Report has been prepared to conform with the ~~Bid~~monthly ~~Protections~~reporting ~~and~~requirements ~~(c)~~of ~~granting~~the ~~certain~~Office ~~related~~of ~~relief~~the U. S. Trustee. The ~~Purchase~~Monthly ~~Agreement~~Operating Report has not been prepared and is not presented in accordance with ~~Rice~~generally ~~will~~accepted ~~remain~~accounting ~~subject~~principles toin ~~competing~~the ~~bids,~~United States (“GAAP”) or Securities and aExchange ~~potential~~Commission ~~auction~~(“SEC”) ~~currently~~regulations ~~scheduled~~applicable ~~for~~to ~~May~~financial ~~16,~~statements ~~2016. Consummation~~contained ofin ~~the~~annual ~~transaction~~or quarterly reports filed with ~~Rice~~the orSEC. ~~another~~Preparation ~~successful~~of ~~bidder~~the ~~after~~Debtors’ ~~any~~financial ~~auction~~statements ~~remains~~in ~~subject~~accordance towith ~~approval~~GAAP bycould ~~the~~result ~~Bankruptcy~~in ~~Court~~material atreconciliations aand ~~hearing~~adjustments ~~currently~~to ~~scheduled~~certain ~~for~~financial ~~May~~information ~~26,~~presented ~~2016~~in the Monthly Operating Report.

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which is not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Report covers periods that are shorter than those in reports prepared pursuant to the Exchange Act, and contains information that may not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in reports filed pursuant to the Exchange Act. The Monthly Operating Report is therefore not comparable to those filings. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Report is complete. While every effort has been made to ensure the accuracy and completeness of the Monthly Operating Report, errors or omissions may have inadvertently occurred and the Company reserves the right, but does not assume the obligation, to amend this information as necessary.

Results set forth in the Monthly Operating Report may not be, and should not be viewed as, indicative of the financial condition or operating results of the Company and its subsidiaries, or of future results.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
Exhibit 2.1*	Asset Purchase Agreement, between Pennsylvania Land Resources, LLC and Rice Drilling B LLC, dated as of April 12, 2016.
Exhibit 99.1	Monthly Operating Report for the period from April 1, 2016 to April 30, 2016

* Certain exhibits and schedules have been omitted and the Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted exhibits upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Alpha Natural Resources, Inc.	~~Alpha Natural Resources, Inc.~~
April 29, 2016	By:	/s/ William L. Phillips III
Date: May 20, 2016	By:	/s/ Andy Eidson
		Name: William L. Phillips III
		Name: Andy Eidson
		Title: Assistant Secretary
		Title: Executive Vice President & Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 2.1*	Asset Purchase Agreement, between Pennsylvania Land Resources, LLC and Rice Drilling B LLC, dated as of April 12, 2016.
Exhibit 99.1	Monthly Operating Report for the period from April 1, 2016 to April 30, 2016

* Certain exhibits and schedules have been omitted and the Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted exhibits upon request.

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