SEC Form 4 · accession 0000356309-18-000136
NEW JERSEY RESOURCES CORP · NJR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Laurence M Downes
Officer — Chairman & CEO · Director
Period of report
Nov 13, 2018
Accepted (ET)
Nov 15, 2018 · 9:10 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 | 17,364 | $0.00 | A | 417,379 | D | |
| Common StockF2 | Nov 13, 2018 | F | 9,176 | $47.98 | D | 408,203 | D | |
| Common StockF3 | Nov 13, 2018 | M | 14,585 | $0.00 | A | 427,330 | D | |
| Common StockF2 | Nov 13, 2018 | F | 9,421 | $47.98 | D | 417,909 | D | |
| Common StockF4 | Nov 13, 2018 | M | 7,707 | $0.00 | A | 425,821 | D | |
| Common StockF2 | Nov 13, 2018 | F | 3,897 | $47.98 | D | 421,924 | 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 | 17,364 | D | — | — | Common Stock | 17,364 | 0 | D |
| Performance SharesF6 | — | Nov 13, 2018 | M | 14,585 | D | — | — | Common Stock | 14,585 | 0 | D |
| Performance SharesF7 | — | Nov 13, 2018 | M | 7,707 | D | — | — | Common Stock | 7,707 | 0 | D |
Explanation of responses
- F1Total has been adjusted downward by 174 shares to reflect Performance Shares vesting at 99% of target. Total also includes accrued dividend equivalents. 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 3,063 shares to reflect Performance Shares vesting at 121% of target, plus accrued dividend equivalents. Each dividend equivalent converts into 1 share of NJR Common Stock upon vesting.
- F4Total includes 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 amount (plus accrued dividends), after a 36-month period beginning on October 1, 2015, upon certification by the Leadership Development and Compensation Committee (LDCC) of New Jersey Resources Corporation's (NJR) performance versus the applicable performance goal. Performance Shares converted 1 for 1 into shares of NJR's 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 amount (plus accrued dividends), after a 36-month period beginning on October 1, 2015, upon certification by the Leadership Development and Compensation Committee (LDCC) of New Jersey Resources Corporation's (NJR) 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.
- F7Represents first vesting of performance-based restricted stock units previously granted on November 14, 2017, the remainder of which will vest in two equal annual installments beginning on November 2019. The performance-based restricted stock units will convert 1 for 1 into shares of NJR common stock.