SEC Form 4 · accession 0001562180-18-005087
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
Dec 19, 2018
Accepted (ET)
Dec 21, 2018 · 3:37 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 19, 2018 | A | 1,844 | $0.00 | A | 57,705 | D | |
| Common StockF1 | Dec 19, 2018 | F | 627 | $54.53 | D | 57,078 | D | |
| Common StockF2 | Dec 20, 2018 | M | 333 | — | A | 57,411 | D | |
| Common StockF3 | Dec 20, 2018 | F | 114 | $53.836 | D | 57,297 | D | |
| Common StockF4 | holding | — | — | — | 18,559 | I | 401K Trust | |
| Common StockF5 | holding | — | — | — | 238 | 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 UnitsF6,F7 | — | Dec 19, 2018 | A | 4,465 | A | — | — | Common Stock | 4,465 | 4,465 | D |
| Restricted Stock UnitsF2,F8 | — | Dec 20, 2018 | M | 333 | D | — | — | Common Stock | 333 | 667 | D |
Explanation of responses
- F1On December 19, 2018, the reporting person had 627 shares withheld and cancelled to cover minimum required tax withholdings due to the vesting of performance shares. 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.
- F2Restricted stock units convert into common stock on a one-for-one basis.
- F3On December 20, 2018, the reporting person had 114 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.
- F4The 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 20, 2018, as reported by the plan administrator, divided by the closing price of NFG common stock on that date.
- F5The 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 20, 2018, as reported by the plan administrator, divided by the closing price of NFG common stock on that date.
- F6Each restricted stock unit represents a contingent right to receive one share of NFG common stock.
- F7The restricted stock units vest as follows: 1,488 on December 19, 2019, 1,488 on December 19, 2020, and 1,489 on December 19, 2021.
- F8On December 20, 2017, the reporting person was granted 1,000 restricted stock units, vesting as follows: 333 on December 20, 2018, 333 on December 20, 2019, and 334 on December 20, 2020.