Foresight Energy LP (Form: S-8, Received: 06/23/2014 06:02:51)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller Reporting Company

As filed with the Securities and Exchange Commission on June 20, 2014

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FORESIGHT ENERGY LP

(Exact name of registrant as specified in its charter)

Delaware

80-0778894

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

211 North Broadway

Suite 2600

Saint Louis, MO 63102

(314) 932-6160

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

Foresight Energy LP Long-Term Incentive Plan

(Full title of the plans)

Rashda M. Buttar

Senior Vice President - General Counsel and

Corporate Secretary

211 North Broadway

Suite 2600

Saint Louis, MO 63102

(314) 932-6160

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

CALCULATION OF REGISTRATION FEE



Name of Plan	Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per unit (2)	Proposed maximum aggregate offering price (2)	Amount of registration fee
Foresight Energy LP Long-Term Incentive Plan	Common units representing limited partner interests	7,000,000 units	$19.48	$136,360,000	$17,564

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered such additional common units representing limited partner interests (“Common Units”) as may become issuable pursuant to the adjustment provisions of the Foresight Energy LP Long Term Incentive Plan (the “Plan”).

(2)

Estimated solely for purposes of calculating the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act. The price for the 7,000,000 Common Units being registered hereby is based on a price of $19.48, which is the average of the high and low trading prices per Common Unit of Foresight Energy LP (the “Registrant”) as reported by the New York Stock Exchange on June 18, 2014.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Foresight Energy GP LLC (the “Company”), the general partner of the Registrant, will provide all participants in the Plan with document(s) containing the information required by Part I of Form S-8, as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act. In accordance with Rule 428, the Registrant has not filed such document(s) with the Commission, but such documents (along with the documents incorporated by reference into this Form S-8 Registration Statement (the “Registration Statement”) pursuant to Item 3 of Part II hereof) shall constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference.

Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, the Registrant hereby incorporates by reference into this Registration Statement the following documents:

(a) The Registrant’s prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act on June 18, 2014, relating to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-179304);

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the registration document referred to in (a) above; and

(c) The description of the Registrant’s Common Units included under the caption “Description of Common Units” contained in the prospectus forming part of the Registrant’s Registration Statement on Form S-1 (File No. 333-179304), which description has been incorporated by reference in Item 1 of the Registrant’s Registration Statement on Form 8-A, filed pursuant to Section 12 of the Exchange Act, on June 17, 2014, including any amendment or report filed for the purpose of updating such description.

Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and all reports on Form 8-K subsequent to the date hereof and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall also be deemed to be incorporated by reference herein and to be a part hereof from the dates of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.

Description of Securities.

Not applicable.

Item 5.

Interests of Named Experts and Counsel.

Not applicable.

Item 6.

Indemnification of Directors and Officers.

Subject to any terms, conditions, or restrictions set forth in the partnership agreement, Section 17-108 of the Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other persons from and against all claims and demands whatsoever.

Under the terms of the Registrant’s first amended and restated agreement of limited partnership (the “Partnership Agreement”) the Registrant will indemnify the following persons in most circumstances, to the fullest extent permitted by law, from and against

all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings:

(1)

the Company;

(2)

any departing general partner of the Registrant (a “Departing GP”);

(3)

any person who is or was an affiliate of the Company or any Departing GP;

(4)

any person who is or was a manager, managing member, general partner, director, officer, fiduciary or trustee of the Registrant, its subsidiaries, the Company, any Departing GP or any of their respective affiliates;

(5)

any person who is or was serving as a manager, managing member, general partner, director, officer, employee, agent, fiduciary or trustee of another person owing a fiduciary duty to the Registrant or its subsidiaries;

(6)

any person who controls the Company or any Departing GP; or

(7)

any person designated by the Company.

Any indemnification under these provisions will only be out the assets of the Registrant. Unless the Company otherwise agrees, the Company will not be personally liable for, or have any obligation to contribute or loan funds or assets to the Registrant to enable it to effectuate, indemnification. The Registrant may purchase insurance against liabilities asserted against and expenses incurred by persons for our activities, regardless of whether we would have the power to indemnify the person against liabilities under the Partnership Agreement.

Section 18-108 of the Delaware Limited Liability Company Act provides that a Delaware limited liability company may indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. The Company may enter into indemnity agreements with each of its current directors and officers to give these directors and officers additional contractual assurances regarding the scope of the indemnification set forth in Company’s limited liability company agreement and to provide additional procedural protections.

The underwriting agreement that the Registrant entered into on June 18, 2014 contains indemnification and contribution provisions.

The Plan provides that the committee that administers the Plan (the “Committee”) and all members thereof are entitled to, in good faith, rely or act upon any report or other information furnished to them by any officer or employee of the Registrant, the Company, any of the Registrant’s subsidiaries, the Registrant’s or Company’s legal counsel, independent auditors, consultants or any other agents assisting in the administration of this Plan. Members of the Committee and any officer or employee of the Company, the Registrant, or any of their subsidiaries acting at the direction or on behalf of the Committee shall not be personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall, to the fullest extent permitted by law, be indemnified and held harmless by the Registrant with respect to any such action or determination.

Item 7.

Exemption from Registration Claimed.

Not applicable.

Item 8.

Exhibits.

Unless otherwise indicated below as being incorporated by reference to another filing of the Registrant with the Commission, each of the following exhibits is filed herewith:


Exhibit Number		Description

4.1		Certificate of Limited Partnership of Foresight Energy LP (f/k/a Foresight Energy Partners LP) (incorporated by reference to Exhibit 3.1 to the Registrant’s Form S-1 filed with the Commission on February 2, 2012 (File No. 333-179304)).

4.2		First Amended and Restated Agreement of Limited Partnership of Foresight Energy LP (incorporated by reference to Appendix A to Amendment 12 to the Registrant’s Form S-1 filed with the Commission on June 9, 2014 (File No. 333-179304)).

4.3		Foresight Energy LP Long-Term Incentive Plan (f/k/a the Foresight Energy Partners LP Long-Term Incentive Plan) (incorporated by reference to Exhibit 10.3 to Amendment 7 to the Registrant’s Form S-1 filed with the Commission on May 7, 2014 (File No. 333-179304)).

4.4*		Form of Phantom Unit Agreement under the Foresight Energy LP Long-Term Incentive Plan.

4.5*		Form of Unit Award Agreement under the Foresight Energy LP Long-Term Incentive Plan.

5.1*		Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered.

23.1*		Consent of Independent Registered Public Accounting Firm for Foresight Energy LP.

23.2*		Consent of Independent Registered Public Accounting Firm for Foresight Energy LLC.

23.3*		Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1 hereto).

24.1*		Powers of Attorney (included on the signature page of this Registration Statement).

*	Filed herewith.

Item 9.

Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on June 20, 2014.


FORESIGHT ENERGY LP

By:		Foresight Energy GP LLC, its general partner

By:		/S/ MICHAEL J. BEYER
		Michael J. Beyer, President and Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael J. Beyer, his true and lawful attorneys-in-fact and agents, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any additional registration statement pursuant to Rule 462(b), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully and to all intents and purposes as they might or could not in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/S/ MICHAEL J. BEYER	Director and Chief Executive Officer	June 20, 2014
Michael J. Beyer	and President (Principal Executive Officer)

/S/ OSCAR A. MARTINEZ	Senior Vice President - Chief	June 20, 2014
Oscar A. Martinez	Financial Officer (Principal Financial and Accounting Officer)

/S/ CHRISTOPHER CLINE	Chairman of the Board of Directors	June 20, 2014
Christopher Cline

/S/ JOHN F. DICKINSON	Director	June 20, 2014
John F. Dickinson

/S/ E. BARTOW JONES	Director	June 20, 2014
E. Bartow Jones

EXHIBIT INDEX



Exhibit Number		Description

4.1		Certificate of Limited Partnership of Foresight Energy LP (f/k/a Foresight Energy Partners LP) (incorporated by reference to Exhibit 3.1 to the Registrant’s Form S-1 filed with the Commission on February 2, 2012 (File No. 333-179304)).

4.2		First Amended and Restated Agreement of Limited Partnership of Foresight Energy LP (incorporated by reference to Appendix A to Amendment 12 to the Registrant’s Form S-1 filed with the Commission on June 9, 2014 (File No. 333-179304)).

4.3		Foresight Energy LP Long-Term Incentive Plan (f/k/a the Foresight Energy Partners LP Long-Term Incentive Plan) (incorporated by reference to Exhibit 10.3 to Amendment 7 to the Registrant’s Form S-1 filed with the Commission on May 7, 2014 (File No. 333-179304)).

4.4*		Form of Phantom Unit Agreement under the Foresight Energy LP Long-Term Incentive Plan.

4.5*		Form of Unit Award Agreement under the Foresight Energy LP Long-Term Incentive Plan.

5.1*		Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered.

23.1*		Consent of Independent Registered Public Accounting Firm for Foresight Energy LP.

23.2*		Consent of Independent Registered Public Accounting Firm for Foresight Energy LLC.

23.3*		Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1 hereto).

24.1*		Powers of Attorney (included on the signature page of this Registration Statement).

*	Filed herewith.

Exhibit 4.4

FORESIGHT ENERGY LP

LONG-TERM INCENTIVE PLAN

[FORM OF] PHANTOM UNIT AGREEMENT

This Phantom Unit Agreement (this “ Agreement ”) is made as of the date set forth on the signature page to this Agreement (the “ Grant Date ”) between Foresight Energy GP LLC, a Delaware limited liability company (the “ General Partner ”), and the individual named on the signature page to this Agreement (the “ Participant ”) pursuant to the terms and conditions of the Foresight Energy LP Long-Term Incentive Plan (the “ Plan ”). The Participant acknowledges receipt of a copy of the Plan, and agrees that the terms and provisions of the Plan, including any future amendments thereto, shall be deemed a part of this Agreement as if fully set forth herein. Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan, unless the context requires otherwise.

WHEREAS , the Board has adopted the Plan to, among other things, attract, retain and motivate certain directors, officers, employees and consultants of the General Partner, Foresight Energy LP (the “ Partnership ”) and their respective Affiliates (each, a “ Company Entity ” and, collectively, the “ Company Entities ”); and

WHEREAS , the General Partner desires to grant to the Participant on the terms and conditions set forth herein and in the Plan, and the Participant desires to accept on such terms and conditions, the number of Phantom Units set forth herein.

NOW, THEREFORE , the parties hereto, intending to be legally bound, agree as follows:

1. Grant of Phantom Units . The General Partner hereby grants to the Participant, effective as of the Grant Date, the number of Phantom Units specified on Exhibit A hereto, subject to all of the terms and conditions set forth in the Plan and in this Agreement (the “ Phantom Units ”). Unless and until a Phantom Unit vests pursuant to this Agreement, the Participant will have no right to payment in respect of such Phantom Unit. Prior to actual payment in respect of a vested Phantom Unit, such Phantom Unit will represent an unsecured obligation of the Partnership, payable (if at all) only from the general assets of the Partnership. The Phantom Units granted pursuant to this Agreement do not and shall not entitle the Participant to any rights of a holder of Units prior to the date Units are issued to the Participant in settlement of a vested Phantom Unit.

2. [Grant of Tandem DER . This grant of Phantom Units includes a tandem grant of DERs with respect to each Phantom Unit. Each DER granted hereunder shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the Phantom Unit to which it corresponds. Each vested DER shall entitle the Employee to receive payments, subject to and in accordance with this Agreement, in an amount equal to any distributions made by the Partnership in respect of the Units underlying the Phantom Units to which such DER relates. The Company shall establish, with respect to each Phantom Unit, a separate DER bookkeeping account for such Phantom Unit (a “ DER Account ”), which shall be credited

(without interest) on the applicable distribution dates with an amount equal to any distributions made by the Partnership during the period that such Phantom Unit remains outstanding with respect to the Unit underlying the Phantom Unit to which such DER relates. Upon the vesting of a Phantom Unit, the DER (and the DER Account) with respect to such vested Phantom Unit shall also become vested. Similarly, upon the forfeiture of a Phantom Unit, the DER (and the DER Account) with respect to such forfeited Phantom Unit shall also be forfeited. DERs shall not entitle the Employee to any payments relating to distributions occurring after the earlier to occur of the applicable Phantom Unit payment date or the forfeiture of the Phantom Unit underlying such DER. The DERs and any amounts that may become distributable in respect thereof shall be treated separately from the Phantom Units and the rights arising in connection therewith for purposes of Section 409A (including for purposes of the designation of time and form of payments required by Section 409A).] ¹

3. Vesting and Forfeiture of the Phantom Units .

(a) Except as otherwise provided in this Agreement, the Phantom Units will vest in accordance with the vesting schedule set forth in the following table, provided that the Employee remains continuously employed by a Company Entity from the Grant Date through each vesting date set forth on Exhibit A (each, a “ Vesting Date ”) and, on or prior to the applicable Vesting Date has met the performance criteria (if any) set forth on Exhibit A. If, on any Vesting Date, the application of the vesting schedule set forth above results in a fractional Phantom Unit becoming vested, the number of Phantom Units vesting on such date shall be rounded up to the next whole number of Phantom Units.

(b) Notwithstanding any provision in this Agreement to the contrary, in the event of a termination of the Participant’s employment or service relationship, as applicable, with the Company Entities for any reason or no reason whatsoever, all Phantom Units that have not vested prior to the date of such termination and [all DER Accounts, if any], shall thereupon automatically be forfeited by the Participant without further action and without payment of consideration therefor. No Phantom Unit that has not become vested prior to the termination of the Participant’s employment or service relationship, as applicable, with the Company Entities shall thereafter become vested.

4. Settlement of Phantom Units and DERs .

(a) Phantom Units . Subject to Section 4, unpaid vested Phantom Units shall be paid to the Participant in the form of Units as soon as reasonably practical, and not later than 30 days, following each Vesting Date. The Units, if any, issued to the Participant in settlement of a vested Phantom Unit shall consist of (a) Units acquired in the open market, (b) Units acquired from the Partnership, one of its Affiliates or from any other Person, (c) Units otherwise issuable by the Partnership, or (d) any combination of the foregoing, as determined by the Committee in its discretion.

(b) [DERs. Subject to Section 7, upon the vesting of a Phantom Unit, as soon as reasonably practical, but not later than 30 days, thereafter, the General Partner shall pay the Employee, at the discretion of the General Partner, either (i) a single lump sum cash payment equal to the amount then credited to the DER Account maintained with respect to such Phantom Unit, (ii) a number of Units with a Fair Market Value equal to the amount then credited to the DER Account maintained with respect to such Phantom Unit or (iii) any combination of the foregoing.] ²

¹	Paragraph to be removed in the case of Phantom Units granted without DERs.

²	Paragraph to be removed in the case of Phantom Units granted without DERs.

5. Transferability and Assignment . This Agreement and the Phantom Units [and DERs] granted hereunder will not be transferable by the Participant other than by will or the laws of descent and distribution. Any purported transfer, assignment, alienation, pledge, hypothecation, attachment, sale, transfer or encumbrance shall be null, void and unenforceable against the Company Entities.

6. Tax Withholding . Upon any taxable event arising in connection with the Phantom Units [or the DERs], the Company Entities shall have the authority and the right to deduct or withhold, or to require the Participant to remit to a Company Entity, an amount sufficient to satisfy all applicable federal, state and local taxes (including the Participant’s employment tax obligations) required by law to be withheld with respect to such event. In satisfaction of the foregoing requirement, unless otherwise determined by the Committee, the General Partner or one of its Affiliates shall withhold Units otherwise issuable in respect of such Phantom Units having a Fair Market Value on the date of withholding equal to the aggregate amount of taxes required to be withheld with respect to such event based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income.

7. General Provisions .

(a) Administration . This Agreement shall at all times be subject to the terms and conditions of the Plan. The Committee shall have sole and complete discretion with respect to all matters reserved to it by the Plan and all decisions of a majority of the Committee with respect thereto and this Agreement shall be final and binding upon the Participant and the General Partner. In the event of any conflict between the terms and conditions of this Agreement and the Plan, the provisions of the Plan shall control.

(b) Tax Consultation . None of the Board, the Committee or the Company Entities have made any warranty or representation to the Participant with respect to the income tax consequences of the grant or vesting of the Phantom Units or the transactions contemplated by this Agreement, and the Participant represents that the Participant is in no manner relying on such entities or any of their respective managers, directors, officers, employees or authorized representatives (including attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice or an assessment of such tax consequences. The Participant represents that the Participant has consulted with any tax consultants that the Participant deems advisable in connection with the Phantom Units.

(c) Successors . This Agreement shall be binding upon the Participant, the Participant’s legal representatives, heirs, legatees and distributees, and upon the General Partner, its successors and assigns.

(d) Entire Agreement . This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises,

representations, warranties and agreements between the parties with respect to the Phantom Units granted hereby. Without limiting the scope of the preceding sentence, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect.

(e) Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflicts of law principles thereof.

(f) Amendments, Suspension and Termination . This Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board or the Committee (i) to the extent permitted by the Plan, (ii) to the extent necessary to comply with applicable laws and regulations or to conform the provisions of this Agreement to any changes thereto and/or (iii) to settle vested Phantom Units pursuant to all applicable provisions of the Plan. Except as provided in the preceding sentence, this Agreement cannot be modified, altered or amended, except by a written agreement signed by both the General Partner and the Participant.

(g) Clawback . The Participant acknowledges that the Phantom Units granted and the Units (if any) issued hereunder are subject to clawback as provided in this Section 8(o) of the Plan.

(h) Consent to Electronic Delivery; Electronic Signature . In lieu of receiving documents in paper format, the Participant agrees, to the fullest extent permitted by law, to accept electronic delivery of any documents that any of the Company Entities may be required to deliver (including, without limitation, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other award made or offered by the General Partner under the Plan. Electronic delivery may be made via the electronic mail system of the General Partner or one of its Affiliates or by reference to a location on an intranet site to which the Participant has access. The Participant hereby consents to any and all procedures the General Partner has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the General Partner may be required to deliver, and agrees that the Participant’s electronic signature is the same as, and shall have the same force and effect as, the Participant’s manual signature.

(i) Code Section 409A . Neither the Phantom Units nor any amounts payable pursuant to this Agreement are intended to constitute or provide for a deferral of compensation that is subject to Section 409A. Notwithstanding the foregoing, the General Partner makes no representations that the payments and benefits provided under this Agreement are exempt from Section 409A and in no event shall the General Partner be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A. Nevertheless, to the extent that the Committee determines that the Phantom Units or any amount payable pursuant to this Agreement may not be exempt from (or compliant with) Section 409A, the Committee may (but shall not be required to) amend this Agreement in a manner intended to comply with the requirements of Section 409A or an exemption therefrom (including amendments with retroactive effect), or take any other actions as

it deems necessary or appropriate to (i) exempt the Phantom Units from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to the Phantom Units, or (ii) comply with the requirements of Section 409A.

[Signature Page Follows]

IN WITNESS WHEREOF , the General Partner has caused this Agreement to be executed by its duly authorized officer and the Participant has executed this Agreement as of the day of , 20 , effective for all purposes as provided above.


FORESIGHT ENERGY GP LLC

By:
		Title:
		Name:

PARTICIPANT

[ Insert name of Participant ]

S IGNATURE P AGE TO

P HANTOM U NIT A GREEMENT

E XHIBIT A

1.	Number of Phantom Units Granted under this Agreement: .

2.	Vesting Dates of Phantom Units:


Vesting Date		Percentage of the Phantom Units that Vest

3.	Performance-Based Vesting Conditions:

Exhibit 4.5

FORESIGHT ENERGY LP

LONG-TERM INCENTIVE PLAN

[FORM OF] UNIT AWARD AGREEMENT

This Unit Award Agreement (this “ Agreement ”) is made as of the date set forth on the signature page to this Agreement (the “ Effective Date ”) between Foresight Energy GP LLC, a Delaware limited liability company (the “ General Partner ”), and the individual named on the signature page to this Agreement (the “ Participant ”) pursuant to the terms and conditions of the Foresight Energy LP Long-Term Incentive Plan (the “ Plan ”). The Participant acknowledges receipt of a copy of the Plan, and agrees that the terms and provisions of the Plan, including any future amendments thereto, shall be deemed a part of this Agreement as if fully set forth herein. Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan, unless the context requires otherwise.

[WHEREAS , Foresight Management LLC, a Delaware limited liability company, or one of its Affiliates, and the Participant are parties to that certain Long Term Incentive Compensation Agreement dated as of (the “ LTIC Agreement ”) pursuant to which the Participant was granted an LTI Award (as defined in the LTIC Agreement) on the terms and conditions set forth in the LTIC Agreement;

WHEREAS , in accordance with the LTIC Agreement, the General Partner desires to grant the Participant a Unit Award in full settlement of the vested but unpaid portion of the Participant’s LTI Award on the terms and conditions set forth herein and in the Plan, and the Participant desires to accept on such terms and conditions set forth herein.] ¹

[ WHEREAS , the General Partner desires to grant to the Participant on the terms and conditions set forth herein and in the Plan, and the Participant desires to accept on such terms and conditions, the Unit Award set forth herein.] ²

NOW, THEREFORE , the parties hereto, intending to be legally bound, agree as follows:

1. Issuance of Units . The General Partner hereby grants to the Participant, effective as of the Effective Date, common units in the Partnership (the “ Units ”). The grant of Units hereunder shall be subject to all of the terms and conditions set forth in the Plan and in this Agreement. For the avoidance of doubt, the Participant shall not pay the General Partner or any other Company Entity any purchase price for the Units. The Units shall be fully and immediately vested as of the Effective Date. [The number of Units issued pursuant to this Agreement was determined by dividing (a) the vested and unpaid portion of the LTIC Award as of the Effective Date by (b) $25.00.] ³

¹	Paragraphs to be removed for Unit Awards unrelated to the settlement of existing Long-Term Incentive Compensation arrangements.

²	Paragraph to be removed for Unit Awards made in settlement of existing Long-Term Incentive Compensation arrangements.

³	Sentence to be included only for Unit Awards made in settlement of existing Long-Term Incentive Compensation arrangements.

2. [Full Settlement of Vested and Unpaid Portion of LTIC Award . In entering into this Agreement, the Participant expressly acknowledges and agrees that the Participant has been afforded all rights and been paid all amounts that the Participant is owed or has been owed or now could be owed by any of the Company Entities on and prior to the Effective Date with respect to the vested portion of the LTIC Award. The Participant acknowledges that, in entering this Agreement, all obligations of the Company Entities to the Participant attributable to the period on and preceding the Effective Date with respect to the vested portion of the LTIC Award are deemed satisfied in full.] ⁴

3. Tax Withholding . In connection with the grant of the Units, the Company Entities shall have the authority and the right to deduct or withhold, or to require the Participant to remit to a Company Entity, an amount sufficient to satisfy all applicable federal, state and local taxes (including the Participant’s employment tax obligations) required by law to be withheld with respect to the grant of the Units. In satisfaction of the foregoing requirement, unless otherwise determined by the Committee, the General Partner or one of its Affiliates shall withhold Units otherwise issuable hereunder having a Fair Market Value on the date of withholding equal to the aggregate amount of taxes required to be withheld based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income.

4. General Provisions .

(b) Tax Consultation . None of the Board, the Committee or the Company Entities have made any warranty or representation to the Participant with respect to the income tax consequences of the grant of the Units or the transactions contemplated by this Agreement, and the Participant represents that the Participant is in no manner relying on such entities or any of their respective managers, directors, officers, employees or authorized representatives (including attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice or an assessment of such tax consequences. The Participant represents that the Participant has consulted with any tax consultants that the Participant deems advisable in connection with the Units.

⁴	Paragraph to be removed for Unit Awards unrelated to the settlement of existing Long-Term Incentive Compensation arrangements.

(d) Entire Agreement . This Agreement [and the LTIC Agreement] constitute the entire agreement of the parties with regard to the subject matter hereof, and contain all the covenants, promises, representations, warranties and agreements between the parties with respect to the Units granted hereby. [Without limiting the scope of the preceding sentence, all prior understandings and agreements other than the LTIC Agreement, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect.]

(e) Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflicts of law principles thereof.

(f) Amendments, Suspension and Termination . This Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board or the Committee (i) to the extent permitted by the Plan and/or (ii) to the extent necessary to comply with applicable laws and regulations or to conform the provisions of this Agreement to any changes thereto. Except as provided in the preceding sentence, this Agreement cannot be modified, altered or amended, except by a written agreement signed by both the General Partner and the Participant.

(g) Clawback . The Participant acknowledges that the Units issued hereunder are subject to clawback as provided in this Section 8(o) of the Plan.

(i) Code Section 409A . The Units granted pursuant to this Agreement are not intended to constitute or provide for a deferral of compensation that is subject to Section 409A. Notwithstanding the foregoing, in no event shall the General Partner be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A.

[Remainder of Page Intentionally Blank;

Signature Page Follows]


FORESIGHT ENERGY GP LLC

By:
		Name:
		Title:

PARTICIPANT


[ Insert name of Participant ]

S IGNATURE P AGE TO

U NIT A WARD A GREEMENT

Exhibit 5.1

LOGO

June 20, 2014

Foresight Energy LP

211 North Broadway

Suite 2600

Saint Louis, MO 63102

(314) 932-6160

Ladies and Gentlemen:

We have acted as counsel for Foresight Energy LP, a Delaware limited partnership (the “Company”), in connection with the Company’s registration under the Securities Act of 1933, as amended (the “Act”), of the offer and sale of an aggregate of up to 7,000,000 common units representing limited partnership interests in the Company (the “Units”), pursuant to the Company’s registration statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) on June 20, 2014, which Units may be issued from time to time in accordance with the terms of the Foresight Energy LP Long-Term Incentive Plan (the “Plan”).

In reaching the opinions set forth herein, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents and records of the Company and such statutes, regulations and other instruments as we deemed necessary or advisable for purposes of this opinion, including (i) the Registration Statement, (ii) certain resolutions adopted by the board of directors of Foresight Energy GP LLC, the general partner of the Company, (iii) the Plan, and (iv) such other certificates, instruments, and documents as we have considered necessary for purposes of this opinion letter. As to any facts material to our opinions, we have made no independent investigation or verification of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company.

We have assumed (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures, (iii) the authority of all persons signing all documents submitted to us on behalf of the parties to such documents, (iv) the authenticity of all documents submitted to us as originals, (v) the conformity to authentic original documents of all documents submitted to us as copies, and (vi) that all information contained in all documents reviewed by us is true, correct and complete. In addition, we have assumed that Units will be issued in accordance with the terms of the Plan.

Based on the foregoing and subject to the limitations set forth herein, and having due regard for the legal considerations we deem relevant, we are of the opinion that the Units have been duly authorized and, when the Units are issued by the Company in accordance with the terms of the Plan and the instruments executed pursuant to the Plan, as applicable, which govern the awards to which any Unit relates, will be validly issued, fully paid (to the extent required by the Company’s partnership agreement) and non-assessable, except as such nonassessability may be limited by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act or within the Company’s partnership agreement.

This opinion is limited in all respects to the Delaware Revised Uniform Limited Partnership Act and any applicable provisions of the Delaware Constitution, in each case, as interpreted by federal courts and the courts of the State of Delaware, and we do not express any opinion as to the laws of any other jurisdiction. We express no opinion as to any matter other than as expressly set forth above, and no opinion on any other matter may be inferred or implied herefrom. The opinions expressed herein are rendered as of the date hereof and we expressly disclaim any obligation to update this letter or advise you of any change in any matter after the date hereof.

Vinson & Elkins LLP Attorneys at Law

Abu Dhabi Austin Beijing Dallas Dubai Hong Kong Houston London

Moscow New York Palo Alto Riyadh Shanghai Tokyo Washington

Trammell Crow Center, 2001 Ross Avenue, Suite 3700

Dallas, TX 75201-2975

Tel +1.214.220.7700 Fax +1.214.220.7716 www.velaw.com


		Foresight Energy LP June 20, 2014 Page 2

The opinions expressed herein are rendered to you in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon them pursuant to the applicable provisions of the Act. The opinions expressed herein may not be relied upon by you for any other purpose, or be furnished to, quoted to or relied upon by any other person, firm or corporation for any other purpose.

This opinion letter may be filed as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

Vinson & Elkins L.L.P.

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-000000) pertaining to the Foresight Energy LP (formerly Foresight Energy Partners LP) Long-Term Incentive Plan of our report dated March 28, 2014, with respect to the balance sheets of Foresight Energy LP (formerly Foresight Energy Partners LP) included in the Registration Statement (Form S-1 No. 333-179304) filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

St. Louis, Missouri

June 17, 2014

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-000000 of Foresight Energy LP (formerly Foresight Energy Partners LP)) pertaining to the Foresight Energy LP (formerly Foresight Energy Partners LP) Long-Term Incentive Plan of our report dated March 28, 2014, with respect to the consolidated financial statements of Foresight Energy LLC and Subsidiaries included in the Registration Statement (Form S-1 No. 333-179304 of Foresight Energy LP (formerly Foresight Energy Partners LP)) filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

St. Louis, Missouri

June 17, 2014