SEC Form 4 · accession 0001562180-17-001152
TXNM ENERGY INC · TXNM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ronald N. Darnell
Officer — SVP, PUBLIC POLICY
Period of report
Mar 3, 2017
Accepted (ET)
Mar 7, 2017 · 1:54 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 3, 2017 | A | 2,970 | — | A | 29,347 | D | |
| Common StockF2 | Mar 3, 2017 | F | 1,392 | $36.30 | D | 27,955 | D | |
| Common StockF3 | Mar 4, 2017 | M | 679 | — | A | 28,634 | D | |
| Common StockF4 | Mar 4, 2017 | F | 319 | $36.30 | D | 28,315 | D | |
| Common StockF5 | Mar 5, 2017 | M | 801 | — | A | 29,116 | D | |
| Common StockF6 | Mar 5, 2017 | F | 376 | $36.30 | D | 28,740 | 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 RightsF7,F8 | — | Mar 3, 2017 | M | 679 | D | — | — | Common Stock | 679 | 3,249 | D |
| Restricted Stock RightsF7,F8 | — | Mar 5, 2017 | M | 801 | D | — | — | Common Stock | 801 | 2,448 | D |
| Restricted Stock RightsF7,F9 | — | Mar 3, 2017 | A | 1,594 | A | — | — | Common Stock | 1,594 | 4,042 | D |
Explanation of responses
- F1The performance shares were earned as of December 31, 2016 for the 2014-2016 performance period, and settled on March 3, 2017.
- 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) an amount to satisfy 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 4, 2017.
- F4Represents shares withheld by PNM Resources, Inc. to satisfy the tax withholding obligations arising in connection with the vesting and settlement of the restricted stock rights award described in (3) above. The company utilizes a modified "share withholding" approach in connection with settling awards of restricted stock rights, in which it (i) withholds (in cash) an amount to satisfy 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 restricted stock right award at the prevailing market price. Only these "net shares" are delivered to the recipient of the vested restricted stock rights award.
- F5Represents the portions of previous awards of restricted stock rights that vested effective as of March 5, 2017.
- F6Represents shares withheld by PNM Resources, Inc. to satisfy the tax withholding obligations arising in connection with the vesting and settlement of the restricted stock rights award described in (5) above. The company utilizes a modified "share withholding" approach in connection with settling awards of restricted stock rights, in which it (i) withholds (in cash) an amount to satisfy 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 restricted stock right award at the prevailing market price. Only these "net shares" are delivered to the recipient of the vested restricted stock rights award.
- F7Each restricted stock right represents a contingent right to receive one share of PNM Resources, Inc. common stock.
- F8The 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).
- F9The restricted stock units vest in three equal annual installments beginning one year from March 7, 2017. 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).