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 September 8, 2016, 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 as a result of Christopher Cline’s death on July 4, 2019.  The Common Units covered by the Schedule 13D were acquired by the Estate of Christopher Cline by operation of law upon the death of Christopher Cline and the other Reporting Persons (as defined below) were deemed to be beneficial owners of such Common Units upon being qualified as co-Personal Representatives of the Estate of Christopher Cline on July 25, 2019.

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), (f) This statement is being filed by:

(i)

The Estate of Christopher Cline (the “Estate”), an estate created under the laws of the State of Florida upon the death of Christopher Cline, the previous reporting person;

(ii)

Timothy Elliott, a United States citizen and co-personal representative of the Estate (“Elliott”); and

(iii)

Lesslie H. Ray, a United States citizen and co-personal representative of the Estate (“Ray”, and together with the Estate and Elliott, the “Reporting Persons”)

Ray, in her capacity as co-personal representative of the Estate, and Elliott, in his capacity as co-personal representative of the Estate, are sometimes referred to herein as the “Personal Representatives”, and each a “Personal Representative”.

(b), (c) Mr. Cline was a business person involved in various businesses in the mining and energy industries.  The Estate was organized upon Mr. Cline’s death.  Elliott and Ray were appointed and qualified as co-personal representatives of the Estate on July 25, 2019.  The address of the Estate is c/o Timothy Elliott and Lesslie H. Ray, as Personal Representatives of the Estate of Christopher Cline, 3801 PGA Blvd., Suite 901, Palm Beach Gardens, Florida 33410.  Elliott is retired but is acting as co-personal representative of the Estate, whose address is listed above.  Ray’s principal occupation is to serve as Managing Director of Greenway Wealth Management LLC, whose address is 3801 PGA Blvd., Suite 901, Palm Beach Gardens, Florida 33410.

(d), (e) During the last five years, none of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and 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:

The Common Units beneficially owned by Mr. Cline passed to the Estate upon his death on July 4, 2019.  Elliott and Ray were appointed and qualified as Personal Representatives of the Estate on July 25, 2019.  Accordingly, indirect beneficial ownership may be attributable to Elliott and Ray with respect to the Common Units beneficially owned by the Estate.  The Personal Representatives intend to dispose of the Common Units held by the Estate pursuant to the will of Mr. Cline or otherwise pursuant to the laws of descent and distribution.  Ray is also a member of the board of directors of the Issuer.

Other than as described above in this Item 4, none of the Reporting Persons currently has 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.

(a), (b) The Estate and the Personal Representatives may be deemed to beneficially own 20,514,016 Common Units, which represents approximately 25.3% of the 80,939,221 Common Units of the Issuer 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.  Each of the Reporting Persons has shared voting and dispositive power over the 20,514,016 Common Units, 19,050,467 of which were previously owned directly by Mr. Cline and 1,463,549 of which are owned by Cline Resource and Development Company (“CRDC”), which was wholly-owned by Mr. Cline prior to his death and is now wholly-owned by the Estate.  In addition, Elliott may be deemed to have sole voting and dispositive power with respect to an additional 353,825 Common Units held by Case XX, LLC, of which Elliott is the manager, and Ray has sole voting and dispositive power with respect to an additional 9,435 Common Units directly owned by Ray.

(c) Not applicable.

(d) Not applicable.

(e) Not applicable.

The information contained in Item 6 of Schedule 13D is hereby amended and supplemented by adding the following information:

On November 30, 2018, CRDC purchased from Cline Trust Company LLC (“Cline Trust Company”), of which Elliott and Ray serve as managers, $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, which were previously issued by wholly owned subsidiaries of the Issuer on March 28, 2017.  A description of the 2023 Notes, which are not convertible into or exchangeable for any other Issuer securities, may be found in the Issuer’s Current Report on Form 8-K filed on April 3, 2017.  On May 13, 2019 and May 15, 2019, CRDC purchased $500,000 and $3.757 million, respectively, in aggregate principal amount of 2023 Notes through one or more brokers.

Except as otherwise described herein, the Reporting Persons have no contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Issuer.

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