SEC Form 4 · accession 0001562180-17-003664
NATIONAL FUEL GAS CO · NFG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ronald C Kraemer
Officer — Pres - Empire Pipeline
Period of report
Nov 21, 2017
Accepted (ET)
Nov 22, 2017 · 12:53 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 | Apr 14, 2017 | J | 216 | $53.72 | A | 28,853 | D | |
| Common StockF1 | Jul 14, 2017 | J | 210 | $56.79 | A | 29,063 | D | |
| Common StockF1 | Oct 13, 2017 | J | 211 | $57.22 | A | 29,274 | D | |
| Common Stock | Nov 21, 2017 | M | 1,166 | $47.37 | A | 30,440 | D | |
| Common StockF2 | Nov 21, 2017 | D | 956 | $57.82 | D | 29,484 | D | |
| Common StockF2 | Nov 21, 2017 | F | 78 | $57.82 | D | 29,406 | D | |
| Common StockF3 | holding | — | — | — | 13,275 | I | 401(k) Trust | |
| Common StockF4 | holding | — | — | — | 3,586 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation Right | $47.37 | Nov 21, 2017 | M | 1,166 | D | Feb 20, 2009 | Feb 20, 2018 | Common Stock | 1,166 | 0 | D |
Explanation of responses
- F1Acquired through dividend reinvestment plan, exempt under Rule 16a-11.
- F2On November 21 2017, the reporting person exercised a stock appreciation right with respect to 1,166 shares of Common Stock of the Company. In connection with this exercise, the reporting person was deemed to have sold back to the Company shares of Common Stock of the Company having a value equal to the exercise price of the stock appreciation right. This deemed sale of 956 shares is shown on Table I as a disposition (Transaction Code "D" in column 4), although none of these shares were sold into the open market, as indicated by Transaction Code "D" in column 3. Additionally, the reporting person had 78 shares of Common Stock of the Company withheld and cancelled to cover minimum tax withholding. This share cancellation is shown on Table I as a disposition (Transaction Code "D" in column 4), although none of these shares were sold into the open 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 November 21, 2017, 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 November 21, 2017, as reported by the plan administrator, divided by the closing price of NFG common stock on that date.