SEC Form 4 · accession 0000070145-15-000074
NATIONAL FUEL GAS CO · NFG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Anna Marie Cellino
Officer — President - NFG Dist. Corp.
Period of report
Dec 19, 2015
Accepted (ET)
Dec 21, 2015 · 4:22 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000070145
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 19, 2015 | M | 948 | — | A | 176,225 | D | |
| Common StockF2 | Dec 19, 2015 | F | 488 | $40.21 | D | 175,737 | D | |
| Common StockF3 | Dec 19, 2015 | M | 1,031 | — | A | 176,768 | D | |
| Common StockF4 | Dec 19, 2015 | F | 531 | $40.21 | D | 176,237 | D | |
| Common StockF5 | holding | — | — | — | 29,654 | I | 401k Trust | |
| Common StockF6 | holding | — | — | — | 1,108 | I | ESOP Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F7 | — | Dec 19, 2015 | M | 948 | D | — | — | Common Stock | 948 | 949 | D |
| Restricted Stock UnitsF3,F8 | — | Dec 19, 2015 | M | 1,031 | D | — | — | Common Stock | 1,031 | 2,063 | D |
Explanation of responses
- F1Restricted stock units convert into common stock on a one-for-one basis.
- F2On December 19, 2015, the reporting person had 488 shares withheld and cancelled to cover minimum required tax withholdings due to the vesting of restricted stock units. These share cancellations are shown on Table I as dispositions (Transaction Code "D" in Column 4), although none of these cancelled shares were sold into the market, as indicated by Transaction Code "F" in Column 3.
- F3Restricted stock units convert into common stock on a one-for-one basis.
- F4On December 19, 2015, the reporting person had 531 shares withheld and cancelled to cover minimum required tax withholdings due to the vesting of restricted stock units. These share cancellations are shown on Table I as dispositions (Transaction Code "D" in Column 4), although none of these cancelled shares were sold into the market, as indicated by Transaction Code "F" in Column 3.
- F5The NFG stock fund under the NFG 401(k) plan is denominated in units, representing ownership interests in a fund that includes both NFG common stock and a reserve of cash. The information reported represents the dollar value of the reporting person's balance in the NFG stock fund as of December 17, 2015, as reported by the plan administrator, divided by the closing price of NFG common stock on that date.
- F6The NFG employee stock ownership plan is denominated in units, representing ownership interests in a fund that includes both NFG common stock and a reserve of cash. The information reported represents the dollar value of the reporting person's balance in the ESOP as of December 17, 2015, as reported by the plan administrator, divided by the closing price of NFG common stock on that date.
- F7On December 19, 2013, the reporting person was granted 2,845 restricted stock units, vesting as follows: 948 on December 19, 2014, 948 on December 19, 2015, and 949 on December 19, 2016.
- F8On December 19, 2014, the reporting person was granted 3,094 restricted stock units, vesting as follows: 1,031 on December 19, 2015, 1,031 on December 19, 2016, and 1,032 on December 19, 2017.