SEC Form 4 · accession 0001562180-19-000886

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

Feb 8, 2019

Accepted (ET)

Feb 11, 2019 · 5:09 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	Feb 8, 2019	M	125,000	$52.10	A	363,168	D
Common Stock^F1	Feb 8, 2019	D	111,851	$58.225	D	251,317	D
Common Stock^F1	Feb 8, 2019	F	3,313	$58.225	D	248,004	D
Common Stock	Feb 8, 2019	M	85,297	$53.045	A	333,301	D
Common Stock^F2	Feb 8, 2019	D	77,709	$58.225	D	255,592	D
Common Stock^F2	Feb 8, 2019	F	2,382	$58.225	D	253,210	D
Common Stock	Feb 8, 2019	M	40,000	$55.09	A	293,210	D
Common Stock^F3	Feb 8, 2019	D	37,847	$58.225	D	255,363	D
Common Stock^F3	Feb 8, 2019	F	847	$58.225	D	254,516	D
Common Stock^F4	Feb 8, 2019	S	9,700	$58.24	D	244,816	D
Common Stock	holding	—	—		—	51,902	I	Held by Spouse
Common Stock^F5	holding	—	—		—	19,025	I	401K Trust
Common Stock^F6	holding	—	—		—	1,901	I	ESOP Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Appreciation Right^F7	$52.10	Feb 8, 2019	M	125,000	D	—	Apr 1, 2019	Common Stock	125,000	D
Stock Appreciation Right^F8	$53.045	Feb 8, 2019	M	85,297	D	—	Apr 1, 2019	Common Stock	85,297	D
Stock Appreciation Right	$55.09	Feb 8, 2019	M	40,000	D	Apr 1, 2014	Apr 1, 2019	Common Stock	40,000	D

Explanation of responses

F1On February 8, 2019, the reporting person exercised a stock appreciation right with respect to 125,000 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 111,851 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 3,313 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.
F2On February 8, 2019, the reporting person exercised a stock appreciation right with respect to 85,297 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 77,709 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 2,382 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.
F3On February 8, 2019, the reporting person exercised a stock appreciation right with respect to 40,000 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 37,847 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 847 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.
F4The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.22 to $58.26, inclusive. The reporting person undertakes to provide National Fuel Gas Company, any security holder of National Fuel Gas Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
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 2/7/19, as reported by the plan administrator, divided by the closing price of NFG common stock on that date.
F6The 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 2/7/2019, as reported by the plan administrator, divided by the closing price of NFG common stock on that date.
F7The Stock Appreciation Right became exercisable as follows: 41,666 shares on November 29, 2010, 41,667 shares on November 29, 2011, and 41,667 shares on November 29, 2012.
F8The Stock Appreciation Right became exercisable as follows: 28,432 shares on December 19, 2013 and 56,865 shares on April 1, 2014.