Edgar Filing: PEABODY ENERGY CORP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

KLINGER JEFFERY L

2. Issuer Name and Ticker or Trading Symbol
PEABODY ENERGY CORP [BTU]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
VP, GC & Sec.

(Last)

(First)

(Middle)

701 MARKET STREET

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2006

(Street)

ST. LOUIS, MO 63101-1826

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/01/2006		M		11,252	A	$ 7	65,184 ⁽¹⁾	D ⁽²⁾
Common Stock	03/01/2006		M		1,284	A	$ 6.715	66,468 ⁽¹⁾	D ⁽²⁾
Common Stock	03/01/2006		M		2,464	A	$ 7.298	68,932 ⁽¹⁾	D ⁽²⁾
Common Stock	03/01/2006		S⁽³⁾		1,125	D	$ 48.55	67,807 ⁽¹⁾	I ⁽²⁾	By trust
Common Stock	03/01/2006		S⁽³⁾		1,641	D	$ 48.48	66,166 ⁽¹⁾	I ⁽²⁾	By trust
Common Stock	03/01/2006		S⁽³⁾		1,406	D	$ 48.4	64,760 ⁽¹⁾	I ⁽²⁾	By trust
Common Stock	03/01/2006		S⁽³⁾		1,266	D	$ 48.37	63,494 ⁽¹⁾	I ⁽²⁾	By trust
Common Stock	03/01/2006		S⁽³⁾		984	D	$ 48.36	62,510 ⁽¹⁾	I ⁽²⁾	By trust
Common Stock	03/01/2006		S⁽³⁾		4,531	D	$ 48.27	57,979 ⁽¹⁾	I ⁽²⁾	By trust
Common Stock	03/01/2006		S⁽³⁾		937	D	$ 48.25	57,042 ⁽¹⁾	I ⁽²⁾	By trust
Common Stock	03/01/2006		S⁽³⁾		1,781	D	$ 48.2	55,261 ⁽¹⁾	I ⁽²⁾	By trust
Common Stock	03/01/2006		S⁽³⁾		47	D	$ 48.19	55,214 ⁽¹⁾	I ⁽²⁾	By trust
Common Stock	03/01/2006		S⁽³⁾		563	D	$ 48.18	54,651 ⁽¹⁾	I ⁽²⁾	By trust
Common Stock	03/01/2006		S⁽³⁾		141	D	$ 48.15	54,510 ⁽¹⁾	I ⁽²⁾	By trust
Common Stock	03/01/2006		S⁽³⁾		47	D	$ 48.13	54,463 ⁽¹⁾	I ⁽²⁾	By trust
Common Stock	03/01/2006		S⁽³⁾		187	D	$ 48.12	54,276 ⁽¹⁾	I ⁽²⁾	By trust
Common Stock	03/01/2006		S⁽³⁾		234	D	$ 48.11	54,042 ⁽¹⁾	I ⁽²⁾	By trust
Common Stock	03/01/2006		S⁽³⁾		703	D	$ 48.1	53,339 ⁽¹⁾	I ⁽²⁾	By trust
Common Stock	03/01/2006		S⁽³⁾		47	D	$ 48.09	53,292 ⁽¹⁾	I ⁽²⁾	By trust
Common Stock	03/01/2006		S⁽³⁾		141	D	$ 48.07	53,151 ⁽¹⁾	I ⁽²⁾	By trust
Common Stock	03/01/2006		S⁽³⁾		47	D	$ 48.06	53,104 ⁽¹⁾	I ⁽²⁾	By trust
Common Stock	03/01/2006		S⁽³⁾		1,031	D	$ 48.05	52,073 ⁽¹⁾	I ⁽²⁾	By trust
Common Stock	03/01/2006		S⁽³⁾		375	D	$ 48.04	51,698 ⁽¹⁾	I ⁽²⁾	By trust
Common Stock	03/01/2006		S⁽³⁾		47	D	$ 48.03	51,651 ⁽¹⁾	I ⁽²⁾	By trust
Common Stock	03/01/2006		S⁽³⁾		1,125	D	$ 48.01	50,526 ⁽¹⁾	I ⁽²⁾	By trust
Common Stock	03/01/2006		S⁽³⁾		656	D	$ 48	49,870 ⁽¹⁾	I ⁽²⁾	By trust
Common Stock	03/01/2006		S⁽³⁾		938	D	$ 47.95	48,932 ⁽¹⁾	I ⁽²⁾	By trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 7

03/01/2006

11,252

05/21/2003⁽⁴⁾

05/21/2011

Common Stock

11,252

$ 0

0 ⁽⁵⁾

Employee Stock Option (right to buy)

$ 6.715

03/01/2006

1,284

01/15/2005

01/15/2012

Common Stock

1,284

$ 0

0 ⁽⁵⁾

Employee Stock Option (right to buy)

$ 7.298

03/01/2006

2,464

01/02/2004

01/02/2013

Common Stock

2,464

$ 0

24,256 ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KLINGER JEFFERY L 701 MARKET STREET ST. LOUIS, MO 63101-1826			VP, GC & Sec.

Signatures

Jeffery L. Klinger by Joseph W. Bean, Attorney-in-Fact		03/03/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Amount includes 3,496 shares held directly by the reporting person.
(2)	Pursuant to the Rule 10b5-1 trading plan referred to in footnote 3, upon exercise of the options the shares are immediately transferred to a family trust.
(3)	This sale was effected pursuant to a pre-existing Rule 10b5-1 trading plan adopted by the reporting person.
(4)	Of the 11,252 options, 2,501 vested on May 21, 2003 and 8,751 vested on May 21, 2004.
(5)	The numbers reported in this column 9 of Table II do not include an additional 315,884 options with different expiration dates and exercise prices.

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