SEC Form 4 · accession 0001562180-17-003987
NATIONAL FUEL GAS CO · NFG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David P Bauer
Officer — Treasurer & Prin. Fin. Officer
Period of report
Dec 19, 2017
Accepted (ET)
Dec 21, 2017 · 3:19 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, 2017 | M | 473 | — | A | 19,681 | D | |
| Common StockF2 | Dec 19, 2017 | F | 175 | $55.563 | D | 19,506 | D | |
| Common Stock | Dec 20, 2017 | M | 1,166 | $47.37 | A | 20,672 | D | |
| Common StockF3 | Dec 20, 2017 | D | 1,011 | $54.64 | D | 19,661 | D | |
| Common StockF3 | Dec 20, 2017 | F | 58 | $54.64 | D | 19,603 | D | |
| Common Stock | Dec 20, 2017 | M | 6,000 | $29.88 | A | 25,603 | D | |
| Common StockF4 | Dec 20, 2017 | D | 3,282 | $54.64 | D | 22,321 | D | |
| Common StockF4 | Dec 20, 2017 | F | 1,141 | $54.64 | D | 21,180 | D | |
| Common StockF5 | holding | — | — | — | 7,624 | I | 401k 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,F6 | — | Dec 19, 2017 | M | 473 | D | — | — | Common Stock | 473 | 0 | D |
| Restricted Stock UnitsF7,F8 | — | Dec 20, 2017 | A | 4,731 | A | — | — | Common Stock | 4,731 | 4,731 | D |
| Stock Appreciation Right | $47.37 | Dec 20, 2017 | M | 1,166 | D | Feb 20, 2009 | Feb 20, 2018 | Common Stock | 1,166 | 0 | D |
| Stock Appreciation Right | $29.88 | Dec 20, 2017 | M | 6,000 | D | Dec 22, 2009 | Dec 22, 2018 | Common Stock | 6,000 | 0 | D |
Explanation of responses
- F1Restricted stock units convert into common stock on a one-for-one basis.
- F2On December 19, 2017, the reporting person had 175 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.
- F3On December 20, 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 1,011 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 58 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.
- F4On December 20, 2017, the reporting person exercised a stock appreciation right with respect to 6,000 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 3,282 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 1,141 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.
- 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 19, 2017, as reported by the plan administrator, divided by the closing price of NFG common stock on that date.
- F6On December 19, 2014, the reporting person was granted 1,417 restricted stock units, vesting as follows: 472 on December 19, 2015, 472 on December 19, 2016, and 473 on December 19, 2017.
- F7Each restricted stock unit represents a contingent right to receive one share of NFG common stock.
- F8The restricted stock units vest as follows: 1,577 on December 20, 2018, 1,577 on December 20, 2019, and 1,577 on December 20, 2020.