FELP Foresight Energy Partners LP

Explanatory Note

This Amendment No. 2 to Schedule 13D amends and restates, as indicated, the initial Schedule 13D, filed on July 9, 2015, as Amended by Amendment No. 1, filed on March 30, 2017 (as amended, the “Schedule 13D”), relating to the Common Units of the Issuer (as defined below).  This Amendment No. 2 to Schedule 13D is being filed primarily to report the change in Reporting Person (as defined below) as a result of the changes in management of Cline Trust Company (defined below), and the identity of its members.

This Amendment No. 2 to Schedule 13D relates to 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, Missouri 63102. Information given in response to each item herein shall be deemed incorporated by reference in all other items, as applicable.

Item 2 of Schedule 13D is hereby amended and replaced in its entirety with the following language:

(a), (b), (c), (f) This statement is being filed by Cline Trust Company LLC, a Delaware limited liability company (“Cline Trust Company” or the “Reporting Person”).  Cline Trust Company’s principal business is to manage the assets of Cline Trust Company for the benefit of its members and its address is 3801 PGA Blvd., Suite 901, Palm Beach Gardens, Florida 33410.  Cynthia R. Bower, a United States citizen (“Bower”), Timothy Elliott, a United States citizen (“Elliott”) and Lesslie H. Ray, a United States citizen (“Ray”) are the managers of Client Trust Company.

The business address, present principal employment and the name and address of the corporation or other organization in which such employment is conducted of each of Bower, Elliott and Ray is set forth on Schedule I hereto.

(d), (e) During the last five years, the Reporting Person has not, and to the best of the Reporting Person’s knowledge, the persons listed on Schedule I hereto have not, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction 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.

The information contained in Item 3 of Schedule 13D is hereby amended and supplemented by adding the following information:

The disclosure set forth in Item 4 of Schedule 13D is incorporated herein by reference.

The information contained in Item 4 of Schedule 13D is hereby amended and supplemented by adding the following information:

On October 13, 2017, the previously reported members of Cline Trust Company transferred their interests, for estate planning purposes, to the new members of Cline Trust Company, each of which owns an approximately equal interest in Cline Trust Company:  (i) The Alex T. Cline 2017 Irrevocable Trust, the beneficiary of which is Alex T. Cline, a child of the late Christopher Cline (“Mr. Cline”), (ii) The Candace Cline Kenan 2017 Irrevocable Trust, the beneficiary of which is Candace L. Cline, a child of the late Mr. Cline, (iii) The Christopher L. Cline 2017 Irrevocable Trust, the beneficiary of which is Christopher L. Cline, a child of the late Mr. Cline, and (iv) The Kameron N. Cline 2017 Irrevocable Trust, the beneficiary of which is Kameron N. Cline, the deceased child of the late Mr. Cline.  The trustee of each of the trusts is Greenway Wealth Management, LLC.  The managers of Greenway Wealth Management, LLC are Bower, Elliott and Ray.  On April 1, 2017, Elliott and Ray became managers of Cline Trust Company and on October 25, 2018, Bower became a manager of Cline Trust Company, replacing Donald R. Holcomb, who was previously a manager.  Ray is also a member of the board of directors of the Issuer.

On November 30, 2018, Cline Trust Company sold to Cline Resource and Development Company (“CRDC”), which was wholly-owned by Mr. Cline prior to his death, $20.0 million in aggregate principal amount of the Issuer’s 11.50% senior secured second lien notes due 2023 (the “2023 Notes”) that Cline Trust Company held.  Cline Trust Company’s acquisition of such 2023 Notes was previously disclosed in Amendment No. 1.

The Reporting Person acquired its interest in the Issuer solely for investment purposes and not with the purpose or effect of influencing the control of the Issuer.

The Reporting Person currently does not, and to the best of the Reporting Person’s knowledge, the persons listed on Schedule I hereto currently do not, have any plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.

Notwithstanding the above, the Reporting Person may make additional purchases of securities of the Issuer, either in the open market or in private transactions, including the exercise of options or receipt of warrants, depending on the Reporting Person’s evaluation of the Issuer’s business, prospects and financial condition, the market for the Common Units, other opportunities available to the Reporting Person, prospects for the Reporting Person’s own business, general economic conditions, money and stock market conditions and other future developments.  Depending on the same factors, the Reporting Person may decide to sell all or part of their investment in the Common Units, although it has no current intention to do so.

(a), (b) Cline Trust Company beneficially owns, and has sole voting and dispositive power with respect to, 20,574,239 Common Units, including 20,323,188 Common Units and currently exercisable Warrants to purchase 251,051 Common Units, which amount was adjusted from the amount previously disclosed in Amendment No. 1 due to an adjustment to the Warrants pursuant to the terms of the Warrant Agreement.  Based on 80,939,221 Common Units outstanding as of August 1, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, 20,574,239 Common Units represents approximately 25.3% of the outstanding Common Units.

(c) Not applicable.

(d) Not applicable.

(e) Donald R. Holcomb, who was previously reported as being deemed a beneficial owner of the Common Units reported in Schedule 13D, ceased being deemed a beneficial owner of such Common Units on August 17, 2018, when he ceased being a manager of Cline Trust Company.

Additional information with respect to the beneficial ownership of Common Units by each of Bower, Elliott and Ray is set forth on Schedule I hereto.

SCHEDULE I

(1)

Percentages calculated based on 80,939,221 Common Units outstanding as of August 1, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.

(2)

Includes 353,825 Common Units held by Case XX, LLC, of which Elliott is the manager, over which he may be deemed to have sole voting and dispositive power.

(3)

Includes 20,514,016 Common Units held by the Estate of Christopher Cline that Elliott and Ray may be deemed to beneficially own, and share voting and dispositive power over, as qualified co-personal representatives of such Estate.

(4)

Includes 9,435 Common Units directly owned by Ray, over which she has sole voting and dispositive power.

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: September 27, 2019