XNAS:AHGP Alliance Holdings GP, L.P. Insider Activity 4 Filing - 2/13/2012

Effective Date 2/13/2012

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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 *
CRAFT JOSEPH W III
  2. Issuer Name and Ticker or Trading Symbol
Alliance Holdings GP, L.P. [AHGP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and Chief Executive
(Last)
(First)
(Middle)
1717 S. BOULDER AVENUE, SUITE 600
3. Date of Earliest Transaction (Month/Day/Year)
02/13/2012
(Street)

TULSA, OK 74119
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)
Code V Amount (A) or (D) Price
Common Unit               20,641,168 I By Alliance Resource GP, LLC(2)
Common Unit               2,596,879(3) D  
Common Unit 02/13/2012   J(6)   72,301(1) D $ 0 19,631,052 I Through members of 13d group(4)
Common units 02/13/2012   S   12,591(7) D $30 370,929 I Alliance Management Holdings III, LLC(5)

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CRAFT JOSEPH W III
1717 S. BOULDER AVENUE
SUITE 600
TULSA, OK 74119
  X   X   President and Chief Executive  

Signatures

 Joseph W. Craft by Mindy Kerber, pursuant to power of attorney dated July 27, 2006   02/15/2012
** 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) Mr. Craft is not selling these or any other AHGP units. See footnote (6) for further explanation.
(2) Joseph W. Craft III ("Craft") indirectly owns 20,641,168 Common Units of AHGP through his ownership of Alliance Resource GP, LLC for which he shares voting and dispositive power with Kathleen S. Craft.
(3) Held through the JWC III Rev Trust, of which Mr. Craft is trustee.
(4) These AHGP common units are held by certain current and former members of management of ARLP other than Mr. Craft with whom he may be deemed to comprise a group under Rule 13d-5(b) of the Exchange Act. Mr. Craft disclaims beneficial ownership of the reported securities.
(5) These AHGP common units are held through Alliance Management Holdings III, LLC ("AMH III"), which acquired 600,000 Common Units of AHGP in connection with the AMH Liquidation and the AMH II Liquidation. Mr. Craft is the sole director of AMH III and owns 42.43% of the membership interests in AMH III. Mr. Craft disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interests therein.
(6) The units involved are subject to a Transfer Restrictions Agreement that, pursuant to Exchange Act Rule 13d-5(b), may cause the Management Group to comprise a group under Exchange Act Rule 13d-5(b). A special committee of the board of directors of Alliance GP, LLC, the general partner of AHGP, authorized the release of certain units from the restrictions of the Transfer Restrictions Agreement of each holder that is subject to the agreement. The units "disposed of" reflected in column 4 are units so released. Mr. Craft has not sold or otherwise disposed of any AHGP units.
(7) AMH III entered into option agreements to sell 314,005 common units of AHGP for an exercise price of $30.00 per common unit, the options are exercisable from July 1, 2011 through July 1, 2013. AMH III received consideration of $3.36 per common unit for each option. The amounts shown represent the exercise of those options by individuals other than Mr. Craft. Mr. Craft is not selling these or any other AHGP units.

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XNAS:AHGP Alliance Holdings GP, L.P. Insider Activity 4 Filling

Alliance Holdings GP, L.P. XNAS:AHGP Stock - Get Insider Activity SEC Filing of Alliance Holdings GP, L.P. XNAS:AHGP stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

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XNAS:AHGP Alliance Holdings GP, L.P. Insider Activity 4 Filing - 2/13/2012
Name |  Ticker |  Star Rating |  Market Cap |  Stock Type |  Sector |  Industry Star Rating |  Investment Style |  Total Assets |  Category |  Top Holdings |  Top Sectors |  Symbol |  Title Star Rating |  Category |  Total Assets |  Top Holdings |  Top Sectors |  Symbol |  Name Title |  Date |  Author |  Collection |  Interest |  Popularity Topic |  Sector |  Key Indicators |  User Interest |  Market Cap |  Industry Name |  Ticker |  Star Rating |  Market Cap |  Stock Type |  Sector |  Industry Star Rating |  Investment Style |  Total Assets |  Category |  Top Holdings |  Top Sectors |  Symbol / Ticker |  Title Star Rating |  Category |  Total Assets |  Symbol / Ticker |  Name Title |  Date |  Author |  Collection |  Popularity |  Interest Title |  Date |  Company |  Symbol |  Interest |  Popularity Title |  Date |  Company |  Symbol |  Interest |  Popularity

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