SEC Form 4 · accession 0000356309-18-000128
NEW JERSEY RESOURCES CORP · NJR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephen D Westhoven
Officer — President & COO
Period of report
Nov 13, 2018
Accepted (ET)
Nov 15, 2018 · 8:15 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 13, 2018 | M | 2,874 | $0.00 | A | 135,155 | D | |
| Common StockF2 | Nov 13, 2018 | F | 1,518 | $47.98 | D | 133,637 | D | |
| Common StockF3 | Nov 13, 2018 | M | 2,414 | $0.00 | A | 137,377 | D | |
| Common StockF2 | Nov 13, 2018 | F | 1,559 | $47.98 | D | 135,818 | D | |
| Common StockF4 | Nov 13, 2018 | M | 2,204 | $0.00 | A | 138,079 | D | |
| Common StockF2 | Nov 13, 2018 | F | 1,114 | $47.98 | D | 136,965 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance SharesF5 | — | Nov 13, 2018 | M | 2,874 | D | — | — | Common Stock | 2,874 | 0 | D |
| Performance SharesF6 | — | Nov 13, 2018 | M | 2,414 | D | — | — | Common Stock | 2,414 | 0 | D |
| Performance SharesF7 | — | Nov 13, 2018 | M | 2,204 | D | — | — | Common Stock | 2,204 | 0 | D |
Explanation of responses
- F1Total has been adjusted downward by 29 shares to reflect Performance Shares vesting at 99% of target, plus 237 shares for accrued dividend equivalents upon vesting of the award. Each dividend equivalent converts into 1 share of New Jersey Resources Corporation (NJR) Common Stock upon vesting.
- F2Represents shares withheld to pay taxes due upon vesting of Performance Share awards.
- F3Total has been adjusted upward by 507 shares to reflect Performance Shares vesting at 121% of target; plus 244 shares for accrued dividend equivalents; and 574.494 for accrued shares through the NJR Dividend Reinvestment Plan. Each dividend equivalent converts into 1 share of common stock upon vesting.
- F4Total has been adjusted upward by 57 shares for accrued dividend equivalents. Each dividend equivalent converts into 1 share of NJR Common Stock upon vesting.
- F5Represents number of Performance Shares, which vested at 99% of the target (plus accrued dividends) after a 36-month period beginning on October 1, 2015, upon certification by the Leadership Development and Compensation Committee of New Jersey Resources Corporation's (NJR) performance versus the applicable performance goals. 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.
- F6Represents number of Performance Shares, which vested at 121% of the target (plus accrued dividends) after a 36-month period beginning on October 1, 2015, upon certification by the Leadership Development and Compensation Committee of NJR's performance versus the applicable performance goals. 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.
- F7Represents first vesting of performance-based restricted stock units (PBRSU) previously granted on November 14, 2017 upon certification by the Leadership Development and Compensation Committee of NJR performance versus the applicable performance goal. PBRSU converted 1 for 1 into shares of NJR Common Stock; the remaining shares will vest in two equal annual installments beginning in November of 2019.