SEC Form 4 · accession 0001108426-15-000022
TXNM ENERGY INC · TXNM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ronald E Talbot
Officer — SR VP, CHIEF OPERATING OFFICER
Period of report
Mar 4, 2015
Accepted (ET)
Mar 6, 2015 · 5:42 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001108426
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 4, 2015 | A | 19,769 | — | A | 32,048 | D | |
| Common StockF2 | Mar 4, 2015 | F | 6,376 | $27.85 | D | 25,672 | D | |
| Common StockF3 | Mar 5, 2015 | M | 2,771 | — | A | 28,443 | D | |
| Common StockF4 | Mar 5, 2015 | F | 895 | $28.30 | D | 27,548 | D | |
| Common StockF3 | Mar 6, 2015 | M | 1,287 | — | A | 28,835 | D | |
| Common StockF4 | Mar 6, 2015 | F | 416 | $27.34 | D | 28,419 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock RightsF5,F6 | — | Mar 4, 2015 | A | 3,465 | A | — | — | Common Stock | 3,465 | 7,094 | D |
| Phantom Stock SharesF7,F8,F9 | — | holding | — | — | — | — | — | Common Stock | 5,979 | 5,979 | D |
Explanation of responses
- F1The performance shares were earned as of December 31, 2014 for the 2012-2014 performance period, as determined effective February 26, 2015.
- F2Represents shares withheld by PNM Resources, Inc. to satisfy the tax withholding obligations arising in connection with the settlement of the performance share award described in (2) above. The company utilizes a modified "share withholding" approach in connection with settling awards of performance shares, in which it (i) withholds (in cash) the amount required to satisfy the tax withholding obligations and remits such amount to the relevant tax authorities, and (ii) directs a designated broker to purchase on the open market the number of shares of the company's common stock that can be acquired with the after-tax value of the performance share award at the prevailing market price. Only these "net shares" are delivered to the recipient of the performance share award.
- F3Represents the portions of previous awards of restricted stock rights that vested effective as of March 5 and 6, 2015.
- F4Represents shares withheld by PNM Resources, Inc. to satisfy the tax withholding obligations arising in connection with the vesting of the restricted stock rights referenced in (1) above. The company utilizes a modified "share withholding" approach in connection with settling awards of restricted stock rights upon vesting, in which it (i) withholds (in cash) the amount required to satisfy the tax withholding obligations and remits such amount to the relevant tax authorities, and (ii) directs a designated broker to purchase on the open market the number of shares of the company's common stock that can be acquired with the after-tax value of the vested restricted stock rights award at the prevailing market price. Only these "net shares" are delivered to the recipient of the award.
- F5Each restricted stock right represents a contingent right to receive one share of PNM Resources, Inc. common stock.
- F6The restricted stock units vest in three equal annual installments, beginning on March 4, 2016. Vested shares will be delivered to the reporting person on the applicable vesting dates (or, if the company is in a blackout period under its insider trading policy on any vesting date, at a later date after such blackout period ends).
- F7The security converts to common stock on a one-for-one basis.
- F8The phantom shares were acquired under the PNM Resources, Inc. Executive Savings Plan II and will settle upon the reporting person's retirement or other termination of service.
- F9Total represents phantom stock shares of PNM Resources, Inc. acquired under the PNM Resources, Inc. Executive Savings Plan II as of February 28, 2015.