SEC Form 4 · accession 0001562180-18-001505
TXNM ENERGY INC · TXNM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph Don Tarry
Officer — VP, Finance and Controller
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 | 3,552 | — | A | 13,845 | D | |
| Common StockF2 | Mar 2, 2018 | F | 1,324 | $35.85 | D | 12,521 | D | |
| Common StockF3 | Mar 4, 2018 | M | 425 | — | A | 12,946 | D | |
| Common StockF2 | Mar 4, 2018 | F | 125 | $35.85 | D | 12,821 | D | |
| Common Stock | Mar 5, 2018 | S | 2,954 | $35.70 | D | 9,867 | 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 RightsF4,F5 | — | Mar 2, 2018 | A | 1,118 | A | — | — | Common Stock | 1,118 | 3,400 | D |
| Restricted Stock RightsF4,F6 | — | Mar 4, 2018 | M | 425 | D | — | — | Common Stock | 425 | 2,975 | D |
Explanation of responses
- F1The performance shares were earned as of December 31, 2017 for the 2015-2017 performance period, and settled on March 2, 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.
- F3Represents the portions of previous awards of restricted stock rights that vested effective as of March 4, 2018.
- F4Each restricted stock right represents a contingent right to receive one share of PNM Resources, Inc. common stock.
- F5The 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).
- F6The 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).