UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 3)*
 
 
CONSOL Coal Resources
(Name of Issuer)
 
Common Units
 (Title of Class of Securities)
 
20855T100
(CUSIP Number)
 
Greenlight Capital, Inc.
140 East 45th Street, Floor 24
New York, New York 10017
Tel. No.: (212) 973-1900
Attention: Chief Operating Officer
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
- with copies to -
 
Barry N. Hurwitz
Morgan, Lewis & Bockius LLP
One Federal Street
Boston, MA 02110
(617) 951-8000
 
 
August 16, 2019
(Date of Event Which Requires Filing of this Statement)


 
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
 
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 

 
1
 
Names of Reporting Persons.
 
Greenlight Capital, Inc.
 
 
2
 
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)           [ ]
 
 
(b)           [ ]
 
3
 
SEC Use Only
 
4
 
Source of Funds (See Instructions):
AF, WC
 
 
5
 
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
 
 
6
 
Citizenship or Place of Organization.
Delaware
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
 
7           Sole Voting Power
0
 
8           Shared Voting Power
2,963,538
 
9            Sole Dispositive Power
0
 
10           Shared Dispositive Power
2,963,538
 
11
 
Aggregate Amount Beneficially Owned by Each Reporting Person
2,963,538
 
12
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]
 
13
 
Percent of Class Represented by Amount in Row (11)
10.7%
 
 
14
 
Type of Reporting Person (See Instructions)
CO
 

 
1
 
Names of Reporting Persons.
 
DME Advisors GP, LLC
 
 
2
 
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)           [ ]
 
 
(b)           [ ]
 
3
 
SEC Use Only
 
4
 
Source of Funds (See Instructions):
AF, WC
 
 
5
 
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
 
 
6
 
Citizenship or Place of Organization.
Delaware
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
 
7           Sole Voting Power
0
 
8           Shared Voting Power
2,524,900
 
9            Sole Dispositive Power
0
 
10           Shared Dispositive Power
2,524,900
 
11
 
Aggregate Amount Beneficially Owned by Each Reporting Person
2,524,900
 
12
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]
 
13
 
Percent of Class Represented by Amount in Row (11)
9.1%
 
 
14
 
Type of Reporting Person (See Instructions)
OO
 

 
1
 
Names of Reporting Persons.
 
DME Advisors, L.P.
 
 
2
 
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)           [ ]
 
 
(b)           [ ]
 
3
 
SEC Use Only
 
4
 
Source of Funds (See Instructions):
AF, WC
 
 
5
 
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
 
 
6
 
Citizenship or Place of Organization.
Delaware
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
 
7           Sole Voting Power
0
 
8           Shared Voting Power
719,300
 
9            Sole Dispositive Power
0
 
10           Shared Dispositive Power
719,300
 
11
 
Aggregate Amount Beneficially Owned by Each Reporting Person
719,300
 
12
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]
 
13
 
Percent of Class Represented by Amount in Row (11)
2.6%
 
 
14
 
Type of Reporting Person (See Instructions)
PN
 

 
1
 
Names of Reporting Persons.
 
DME Capital Management, LP
 
 
2
 
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)           [ ]
 
 
(b)           [ ]
 
3
 
SEC Use Only
 
4
 
Source of Funds (See Instructions):
AF, WC
 
 
5
 
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
 
 
6
 
Citizenship or Place of Organization.
Delaware
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
 
7           Sole Voting Power
0
 
8           Shared Voting Power
1,805,600
 
9            Sole Dispositive Power
0
 
10           Shared Dispositive Power
1,805,600
 
11
 
Aggregate Amount Beneficially Owned by Each Reporting Person
1,805,600
 
12
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]
 
13
 
Percent of Class Represented by Amount in Row (11)
6.5%
 
 
14
 
Type of Reporting Person (See Instructions)
PN
 

 
1
 
Names of Reporting Persons.
 
David Einhorn
 
 
2
 
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)           [ ]
 
 
(b)           [ ]
 
3
 
SEC Use Only
 
4
 
Source of Funds (See Instructions):
AF, WC
 
 
5
 
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
 
 
6
 
Citizenship or Place of Organization.
USA
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
 
7           Sole Voting Power
0
 
8           Shared Voting Power
5,488,438
 
9            Sole Dispositive Power
0
 
10           Shared Dispositive Power
5,488,438
 
11
 
Aggregate Amount Beneficially Owned by Each Reporting Person
5,488,438
 
12
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]
 
13
 
Percent of Class Represented by Amount in Row (11)
19.9%
 
 
14
 
Type of Reporting Person (See Instructions)
IN
 

AMENDMENT NO. 3 TO SCHEDULE 13D
 
Item 1.
Security and Issuer

This Amendment No. 3 to Schedule 13D (the “Amendment”), relating to common units (“Common Units”) of CNX Coal Resources LP, a Delaware limited partnership (the “Issuer” or the “Company”), is being filed with the Securities and Exchange Commission (the “SEC”) as an amendment to the Schedule 13D filed with the SEC on July 7, 2015, as amended by Amendment No. 1 filed with the SEC on October 6, 2017 and Amendment No. 2 filed with the SEC on July 5, 2018.  This Amendment is being filed on behalf of Greenlight Capital, Inc., a Delaware corporation (“Greenlight Inc.”), DME Advisors, LP, a Delaware limited partnership (“DME Advisors”), DME Capital Management, LP, a Delaware limited partnership (“DME CM”), and DME Advisors GP, LLC, a Delaware limited liability company (“DME GP” and together with Greenlight Inc., DME Advisors and DME CM, “Greenlight”), and Mr. David Einhorn, the principal of Greenlight (collectively with Greenlight, the “Reporting Persons”).
 
Greenlight Inc. acts as investment manager for Greenlight Capital, L.P., a Delaware limited partnership (“GCLP”), Greenlight Capital Qualified, L.P., a Delaware limited partnership (“GCQP”), and Greenlight Capital Offshore Partners (“GCOP”), a British Virgin Islands partnership. DME Advisors acts as the investment manager for Solasglas Investments, LP, a Cayman Island limited partnership ("SILP"). DME CM acts as the investment manager for Greenlight Capital Offshore Master, Ltd., a British Virgin Islands company (“GCOM”), and for Greenlight Capital Investors, LP, a Delaware limited partnership (“GCIP”). GCLP, GCQP, GCOP, SILP, GCOM, GCIP and the Reporting Persons are referred to herein collectively as “Greenlight.”

The filing of this Amendment shall not be construed as an admission that any of the Reporting Persons is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any of the Common Units reported herein.  Pursuant to Rule 13d-4, each of the Reporting Persons disclaims all such beneficial ownership except to the extent of its pecuniary interest in any Common Units, if applicable.
 
Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set forth in this Schedule 13D, as previously amended.

* * *

This Amendment is being filed solely due to a change in the number of Common Units outstanding and not due to any trading by the Reporting Persons. 

The percentages reported herein are based on a statement by the Issuer in its Quarterly Report on Form 10-Q, as filed with the SEC on August 6, 2019, that there would be 27,632,766 Common Units outstanding as of August 16, 2019 as a result of a conversion of subordinated units of the Issuer.

 
Item 7.
Material to Be Filed as Exhibits

Exhibit 99.1       Power of Attorney


SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date:      August 29, 2019
 
Greenlight Capital, Inc.
 
By: /s/ Daniel Roitman                                 
    Daniel Roitman
    Chief Operating Officer

 
DME Advisors GP, L.L.C.
 
By: /s/ Daniel Roitman                              
    Daniel Roitman
    Chief Operating Officer

 
DME Advisors, L.P.
 
By: /s/ Daniel Roitman                            
    Daniel Roitman
    Chief Operating Officer

 
DME Capital Management, LP
 
By: /s/ Daniel Roitman                            
    Daniel Roitman
    Chief Operating Officer

/s/ Daniel Roitman**                            
Daniel Roitman, on behalf of David Einhorn

 
** The Power of Attorney, executed by David Einhorn authorizing the signatory to sign and file this Schedule 13D on David Einhorn’s behalf, filed as Exhibit 99.1 to this Schedule 13D.
Exhibit 99.1



POWER OF ATTORNEY

The undersigned (the "Principal") hereby constitutes and appoints each of Barrett C. Brown and Daniel Roitman (each, an "Agent"), signing singly, the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as managing member and/or officer of each of Greenlight Capital, LLC, Greenlight Capital, Inc., DME Management GP, LLC, DME Advisors GP, LLC, DME Advisors, LP, DME Capital Management, LP and any other entity and in the undersigned's individual capacity, Forms 3, 4, and 5 in accordance with Section 16(a) of Securities Exchange Act of 1934, as amended (the "Act") and the rules thereunder and Schedules 13D and 13G in accordance with Section 13(d) of the Act and the rules thereunder, in each case with respect to securities of any issuer (an “Issuer”) of securities registered pursuant to Section 12 of the Act,
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 or Schedule 13D or 13G, complete and execute any amendment or amendments thereto, and file any such form or amendment with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever required, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 16 or Section 13 of the Act.

This Power of Attorney shall remain in full force and effect until, in the case of each Issuer, the undersigned is no longer required to file Forms 3, 4 or 5 and Schedule 13D or 13G with respect to the undersigned's direct or indirect beneficial ownership of and transactions in securities of such Issuer, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.


2
This Power of Attorney shall not be revoked or terminated by any subsequent power of attorney.  This Power of Attorney is not intended to revoke or terminate any prior powers of attorney.  If it is determined by a court of competent jurisdiction that any provision of this Power of Attorney is invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Power of Attorney.

The following disclosure is required to be included verbatim in all powers of attorney subject to Title 15 of Article 5 of the New York State General Obligations Law.

“CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document.  As the “principal,” you give the person whom you choose (your “agent”) authority to spend your money and sell or dispose of your property during your lifetime without telling you.  You do not lose your authority to act even though you have given your agent similar authority.

When your agent exercises this authority, he or she must act according to any instructions you have provided or, where there are no specific instructions, in your best interest.  “Important Information for the agent” at the end of this document describes your agent’s responsibilities.  Your agent can act on your behalf only after signing the Power of Attorney before a notary public.

You can request information from your agent at any time.  If you are revoking a prior Power of Attorney by executing this Power of Attorney, you should provide written notice of the revocation to your prior agent(s) and to the financial institutions where your accounts are located.

You can revoke or terminate your Power of Attorney at any time for any reason as long as you are of sound mind.  If you are no longer of sound mind, a court can remove an agent for acting improperly.

Your Agent cannot make health care decisions for you.  You may execute a “Health Care Proxy” to do this.

The law governing Powers of Attorney is contained in the New York General Obligations Law, Article 5, Title 15.  This law is available at a law library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us or www.assembly.state.ny.us.

If there is anything about this document that you do not understand, you should ask a lawyer of your own choosing to explain it to you.

3

IMPORTANT INFORMATION FOR THE AGENT: When you accept the authority granted under this Power of Attorney, a special legal relationship is created between you and the principal.  This relationship imposes on you legal responsibilities that continue until you resign or the Power of Attorney is terminated or revoked.  You must:

(1) act according to any instructions from the principal, or, where there are no instructions, in the principal’s best interest;

(2) avoid conflicts that would impair your ability to act in the principal’s best interest;

(3) keep the principal’s property separate and distinct from any assets you own or control, unless otherwise permitted by law;

(4) keep a record or all receipts, payments, and transactions conducted for the principal; and

(5) disclose your identity as an agent whenever you act for the principal by writing or printing the principal’s name and signing your own name as “agent” in either of the following manner: (Principal’s Name) by (Your Signature) as Agent, or (your signature) as Agent for (Principal’s Name).

You may not use the principal’s assets to benefit yourself or give major gifts to yourself or anyone else unless the principal has specifically granted you that authority in this Power of Attorney or in a Statutory Major Gifts Rider attached to this Power of Attorney.  If you have that authority, you must act according to any instructions of the principal or, where there are no such instructions, in the principal’s best interest.  You may resign by giving written notice to the principal and to any co-agent, successor agent, monitor if one has been named in this document, or the principal’s guardian if one has been appointed.  If there is anything about this document or your responsibilities that you do not understand, you should seek legal advice.

Liability of agent:
The meaning of the authority given to you is defined in New York’s General Obligations Law, Article 5, Title 15.  If it is found that you have violated the law or acted outside the authority granted to you in the Power of Attorney, you may be liable under the law for your violation.”


4

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 29th day of August 2019.


Signature:  /s/ David Einhorn                                   
                        David Einhorn





STATE OF NEW YORK             )
                                                     )        ss.:
COUNTY OF NEW YORK        )

On the 29th day of August 2019, before me personally appeared David Einhorn, to me known to be the individual described in and who executed the foregoing Power of Attorney, and duly acknowledged to me that he executed the same as his free act and deed.


/s/ Christine R. Bosco                                                 
Notary Public
My commission expires:
[Seal]     
Christine R. Bosco
Notary Public, State of New York
No. 01B06366005
Qualified in New York County
My Commission Ecpires 10-23-2021


5

Agreed and Accepted:


Signature: /s/ Barrett C. Brown                                        
                             Barrett C. Brown




STATE OF NEW YORK             )
                                                     )        ss.:
COUNTY OF NEW YORK        )

On the 29th day of August 2019, before me personally appeared Barrett C. Brown, to me known to be the individual described in and who executed the foregoing Power of Attorney, and duly acknowledged to me that he executed the same as his free act and deed.


 
/s/ Christine R. Bosco                                                 
Notary Public
My commission expires:
[Seal]     
Christine R. Bosco
Notary Public, State of New York
No. 01B06366005
Qualified in New York County
My Commission Ecpires 10-23-2021



6

Agreed and Accepted:


Signature:  /s/ David Roitman                                     
                               Daniel Roitman






STATE OF NEW YORK             )
                                                     )        ss.:
COUNTY OF NEW YORK        )

On the 29th day of August 2019, before me personally appeared Daniel Roitman, to me known to be the individual described in and who executed the foregoing Power of Attorney, and duly acknowledged to me that he executed the same as his free act and deed.


 
/s/ Christine R. Bosco                                                 
Notary Public
My commission expires:
[Seal]     
Christine R. Bosco
Notary Public, State of New York
No. 01B06366005
Qualified in New York County
My Commission Ecpires 10-23-2021