SEC Form 4 · accession 0001562180-18-001504
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, 2018
Accepted (ET)
Mar 6, 2018 · 4:51 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, 2018 | A | 22,084 | — | A | 115,888 | D | |
| Common StockF2 | Mar 2, 2018 | F | 8,582 | $35.85 | D | 107,306 | D | |
| Common StockF3 | Mar 2, 2018 | S | 1,500 | $35.55 | D | 105,806 | D | |
| Common StockF4 | Mar 4, 2018 | M | 1,568 | — | A | 107,374 | D | |
| Common StockF2 | Mar 4, 2018 | F | 694 | $35.85 | D | 106,680 | 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 2, 2018 | A | 4,348 | A | — | — | Common Stock | 4,348 | 13,081 | D |
| Restricted Stock RightsF5,F7 | — | Mar 4, 2018 | M | 1,568 | D | — | — | Common Stock | 1,568 | 11,513 | D |
| Phantom Stock SharesF10,F8,F9 | — | holding | — | — | — | — | — | Common Stock | 6,817 | 6,817 | I |
Explanation of responses
- F1The following performance shares were earned as of December 31, 2017 and settled on March 2, 2018: (1) 14,414 shares earned for the 2015-2017 performance period and (2) 7,670 shares earned under a special performance based retention award.
- F10Total represents phantom stock shares of PNM Resources, Inc. Common Stock acquired under the PNM Resources, Inc. Executive Savings Plan II as of February 28, 2018.
- F2Represents shares withheld by PNM Resources, Inc. to satisfy the tax withholding obligations arising in connection with the settlement of equity awards. The company utilizes a modified "share withholding" approach in connection with settling equity awards, 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 equity awards at the prevailing market price. Only these "net shares" are delivered to the recipient of the equity awards.
- F3This transaction was executed in multiple trades at prices ranging from $35.55 USD to $35.575 USD; the price reported above reflects the weighted average sale price.
- F4Represents the portions of previous awards of restricted stock rights that vested effective as of March 4, 2018.
- 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 one year from March 7, 2018. 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 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).
- F8The security converts to common stock on a one-for-one basis.
- F9The 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.