SEC Form 4 · accession 0001562180-16-001909
TXNM ENERGY INC · TXNM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Charles N Eldred
Officer — EXEC VP, CFO
Period of report
Mar 2, 2016
Accepted (ET)
Mar 4, 2016 · 12:24 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 2, 2016 | A | 12,325 | — | A | 99,648 | D | |
| Common StockF2 | Mar 2, 2016 | F | 3,975 | $32.07 | D | 95,673 | D | |
| Common Stock | Mar 2, 2016 | M | 14,000 | $30.50 | A | 109,673 | D | |
| Common Stock | Mar 2, 2016 | S | 14,000 | $31.80 | D | 95,673 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF3,F4,F5 | — | Mar 2, 2016 | M | 14,000 | D | — | — | Common Stock | 14,000 | 0 | D |
| Restricted Stock RightsF9,F10 | — | Mar 2, 2016 | A | 4,494 | A | — | — | Common Stock | 4,494 | 14,226 | D |
| Phantom Stock SharesF8,F6,F7 | — | holding | — | — | — | — | — | Common Stock | 6,685 | 6,685 | I |
Explanation of responses
- F1The performance shares were earned as of December 31, 2015 for the 2013-2015 performance period, as determined effective February 25, 2016.
- F10The restricted stock units vest in three equal annual installments. 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).
- 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 (1) 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.
- F3Based on the closing price on the date of the grant.
- F4The options vest in three equal annual installments from grant date.
- F5The options expire 10 years from grant date.
- F6The security converts to common stock on a one-for-one basis.
- F7The phantom stock shares were acquired under the PNM Resources, Inc. Executive Savings Plan, and will settle upon the Reporting Person's retirement or other termination of service.
- F8Total represents phantom stock shares of PNM Resources, Inc. Common Stock acquired under the PNM Resources, Inc. Executive Savings Plan II as of February 29, 2016.
- F9Each restricted stock right represents a contingent right to receive one share of PNM Resources, Inc. common stock.