SEC Form 4 · accession 0001562180-18-004936

NATIONAL FUEL GAS CO · NFG

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

David F Smith

Director

Period of report

Dec 12, 2018

Accepted (ET)

Dec 13, 2018 · 5:55 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 12, 2018	M	150,000	$29.88	A	342,511	D
Common Stock^F1	Dec 12, 2018	D	80,395	$55.75	D	262,116	D
Common Stock^F1	Dec 12, 2018	F	24,814	$55.75	D	237,302	D
Common Stock	holding	—	—		—	51,902	I	Held by Spouse
Common Stock^F2	holding	—	—		—	18,882	I	401K Trust
Common Stock^F3	holding	—	—		—	1,897	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^F4	$29.88	Dec 12, 2018	M	150,000	D	—	Dec 22, 2018	Common Stock	150,000	0	D

Explanation of responses

F1On December 12, 2018, the reporting person exercised a stock appreciation right with respect to 150,000 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 80,395 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 24,814 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 December 12, 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 December 12, 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: 50,000 shares on December 22, 2009, 50,000 shares on December 22, 2010, and 50,000 shares on December 22, 2011.