SEC Form 4 · accession 0001562180-17-001154
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 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 | 10,156 | — | A | 99,311 | D | |
| Common StockF2 | Mar 3, 2017 | F | 3,987 | $36.30 | D | 95,324 | D | |
| Common StockF3 | Mar 4, 2017 | M | 1,569 | — | A | 96,893 | D | |
| Common StockF4 | Mar 4, 2017 | F | 736 | $36.30 | D | 96,157 | D | |
| Common StockF5 | Mar 5, 2017 | M | 1,602 | — | A | 97,759 | D | |
| Common StockF6 | Mar 5, 2017 | F | 751 | $36.30 | D | 97,008 | D | |
| Common StockF7,F8 | Mar 6, 2017 | S | 4,000 | $36.3956 | D | 93,008 | 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 RightsF9,F10 | — | Mar 3, 2017 | A | 4,169 | A | — | — | Common Stock | 4,169 | 13,402 | D |
| Restricted Stock RightsF9,F11 | — | Mar 4, 2017 | M | 1,569 | D | — | — | Common Stock | 1,569 | 11,833 | D |
| Restricted Stock RightsF9,F11 | — | Mar 5, 2017 | M | 1,602 | D | — | — | Common Stock | 1,602 | 10,231 | D |
| Phantom Stock SharesF14,F12,F13 | — | holding | — | — | — | — | — | Common Stock | 6,856 | 6,856 | I |
Explanation of responses
- F1The following performance shares were earned as of December 31, 2016 and settled on March 3, 2017: (1) 7,402 shares earned for the 2014-2016 performance period and (2) 2,754 shares earned under a special performance based retention award.
- F10The 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).
- F11The 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).
- F12The security converts to common stock on a one-for-one basis.
- F13The 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.
- F14Total represents phantom stock shares of PNM Resources, Inc. Common Stock acquired under the PNM Resources, Inc. Executive Savings Plan II as of February 28, 2017.
- F2Represents shares withheld by PNM Resources, Inc. to satisfy the tax withholding obligations arising in connection with the settlement of the performance share awards 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.
- F7Includes shares sold to provide a source of funds for payment of certain additional tax obligations of the reporting person.
- F8This transaction was executed in multiple trades at prices ranging from $36.375 USD to $36.425 USD; the price reported above reflects the weighted average sale price.
- F9Each restricted stock right represents a contingent right to receive one share of PNM Resources, Inc. common stock.