SEC Form 4 · accession 0001562180-18-005089
NATIONAL FUEL GAS CO · NFG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paula M Ciprich
Officer — Senior VP & Gen Counsel
Period of report
Dec 19, 2018
Accepted (ET)
Dec 21, 2018 · 3:47 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 | 4,051 | $0.00 | A | 74,655 | D | |
| Common StockF1 | Dec 19, 2018 | F | 1,377 | $54.53 | D | 73,278 | D | |
| Common StockF2 | Dec 20, 2018 | M | 733 | — | A | 74,011 | D | |
| Common StockF3 | Dec 20, 2018 | F | 290 | $53.836 | D | 73,721 | D | |
| Common Stock | holding | — | — | — | 699 | I | Held by Spouse | |
| Common StockF4 | holding | — | — | — | 10,651 | 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 UnitsF5,F6 | — | Dec 19, 2018 | A | 2,511 | A | — | — | Common Stock | 2,511 | 2,511 | D |
| Restricted Stock UnitsF2,F7 | — | Dec 20, 2018 | M | 733 | D | — | — | Common Stock | 733 | 1,467 | D |
Explanation of responses
- F1On December 19, 2018, the reporting person had 1,377 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 290 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.
- F5Each restricted stock unit represents a contingent right to receive one share of NFG common stock.
- F6The restricted stock units vest as follows: 837 on December 19, 2019, 837 on December 19, 2020, and 837 on December 19, 2021.
- F7On December 20, 2017, the reporting person was granted 2,200 restricted stock units, vesting as follows: 733 on December 20, 2018, 733 on December 20, 2019, and 734 on December 20, 2020.