SEC Form 4 · accession 0001562180-18-003600
NATIONAL FUEL GAS CO · NFG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Donna L DeCarolis
Officer — VP Business Development
Period of report
Aug 13, 2018
Accepted (ET)
Aug 14, 2018 · 5:08 pm EDT
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 | May 31, 2018 | G | 93 | $0.00 | D | 51,300 | D | |
| Common StockF1 | Aug 13, 2018 | M | 10,000 | $29.88 | A | 61,300 | D | |
| Common StockF1 | Aug 13, 2018 | D | 5,431 | $55.025 | D | 55,869 | D | |
| Common StockF1 | Aug 13, 2018 | F | 1,552 | $55.025 | D | 54,317 | D | |
| Common StockF2 | holding | — | — | — | 18,327 | I | 401k Trust | |
| Common StockF3 | holding | — | — | — | 236 | 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 RightF4 | $29.88 | Aug 13, 2018 | M | 10,000 | D | — | Dec 22, 2018 | Common Stock | 10,000 | 0 | D |
Explanation of responses
- F1On August 13, 2018, the reporting person exercised a stock appreciation right with respect to 10,000 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 5,431 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 1,552 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.
- F2The 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 August 13, 2018, as reported by the plan administrator, divided by the closing price of NFG common stock on that date.
- F3The 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 August 13, 2018, as reported by the plan administrator, divided by the closing price of NFG common stock on that date.
- F4The Stock Appreciation Right became exercisable as follows: 3,333 shares on December 22, 2009, 3,333 shares on December 22, 2010, and 3,334 shares on December 22, 2011.