SEC Form 4 · accession 0000070145-15-000081
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 22, 2015
Accepted (ET)
Dec 23, 2015 · 5:08 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 Stock | Dec 22, 2015 | M | 12,000 | $35.105 | A | 188,237 | D | |
| Common StockF1 | Dec 22, 2015 | S | 10,360 | $41.6937 | D | 177,877 | D | |
| Common StockF2 | Dec 22, 2015 | F | 932 | $41.335 | D | 176,945 | D | |
| Common StockF3 | holding | — | — | — | 29,654 | I | 401k Trust | |
| Common StockF4 | 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 Units | $35.105 | Dec 22, 2015 | M | 12,000 | D | May 10, 2007 | May 10, 2016 | Common Stock | 12,000 | 0 | D |
Explanation of responses
- F1The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.500 to $41.775, inclusive. The reporting person undertakes to provide National Fuel Gas Company, any security holder of National Fuel Gas Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
- F2On December 22, 2015, the reporting person had 932 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.
- F3The 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.
- F4The 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.