SEC Form 4 · accession 0000356309-17-000173
NEW JERSEY RESOURCES CORP · NJR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Laurence M Downes
Officer — Chairman, President & CEO · Director
Period of report
Nov 14, 2017
Accepted (ET)
Nov 16, 2017 · 9:22 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000356309
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Nov 14, 2017 | M | 19,422 | $0.00 | A | 407,539 | D | |
| Common Stock | Nov 14, 2017 | F | 10,071 | $45.00 | D | 397,468 | D | |
| Common StockF2 | Nov 14, 2017 | M | 17,901 | $0.00 | A | 415,369 | D | |
| Common Stock | Nov 14, 2017 | F | 9,282 | $45.00 | D | 406,087 | D | |
| Common StockF3 | Nov 14, 2017 | M | 8,941 | $0.00 | A | 415,028 | D | |
| Common Stock | Nov 14, 2017 | F | 4,636 | $45.00 | D | 410,392 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance SharesF1,F4 | — | Nov 14, 2017 | M | 19,422 | D | — | — | Common Stock | 19,422 | 0 | D |
| Performance SharesF2,F4 | — | Nov 14, 2017 | M | 17,901 | D | — | — | Common Stock | 17,901 | 0 | D |
| Performance SharesF5 | — | Nov 14, 2017 | A | 17,814 | A | — | — | Common Stock | 17,814 | 17,814 | D |
Explanation of responses
- F1Represents number of Performance Shares, which vested at 108.44% of the target amount (plus accrued dividends), after a 36-month period beginning on October 1, 2014, upon certification by the Leadership Development and Compensation Committee (LDCC) of the Board of Directors of New Jersey Resources Corporation (NJR) of NJR's performance versus the applicable performance goal. Performance Shares converted 1 for 1 into shares of NJR common stock. There is no purchase or sale price upon vesting of the Performance Shares.
- F2Represents number of Performance Shares, which vested at 119% of the target amount (plus accrued dividends), after a 36-month period beginning on October 1, 2014, upon certification by the Leadership Development and Compensation Committee (LDCC) of the Board of Directors of New Jersey Resources Corporation (NJR) of NJR's performance versus the applicable performance goal. Performance Shares converted 1 for 1 into shares of NJR common stock. There is no purchase or sale price upon vesting of the Performance Shares.
- F3Represents 33% of the shares of performance-based restricted stock unit award previously granted on November 15, 2016 plus accrued dividends, which vested on November 14, 2017, upon certification by the Leadership Development and Compensation Committee (LDCC) of the Board of Directors of New Jersey Resources Corporation (NJR) of NJR's performance versus the applicable performance goals. The Performance-based restricted stock units converted 1 for 1 into shares of NJR common stock. There is no purchase or sale price upon the vesting of the shares of performance-based restricted stock.
- F4Total reflects a 2 for 1 stock split on March 3, 2015.
- F5Represents remaining number of performance-based restricted stock units previously granted on November 15, 2016, which will vest in two equal annual installments beginning on November 14, 2018. The performance-based restricted stock units will convert 1 for 1 into shares of NJR common stock.