SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol NATIONAL FUEL GAS CO [ NFG ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/08/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 02/08/2019 | M | 125,000 | A | $52.1 | 363,168 | D | |||
| Common Stock | 02/08/2019 | D | 111,851(1) | D | $58.225 | 251,317 | D | |||
| Common Stock | 02/08/2019 | F | 3,313(1) | D | $58.225 | 248,004 | D | |||
| Common Stock | 02/08/2019 | M | 85,297 | A | $53.045 | 333,301 | D | |||
| Common Stock | 02/08/2019 | D | 77,709(2) | D | $58.225 | 255,592 | D | |||
| Common Stock | 02/08/2019 | F | 2,382(2) | D | $58.225 | 253,210 | D | |||
| Common Stock | 02/08/2019 | M | 40,000 | A | $55.09 | 293,210 | D | |||
| Common Stock | 02/08/2019 | D | 37,847(3) | D | $58.225 | 255,363 | D | |||
| Common Stock | 02/08/2019 | F | 847(3) | D | $58.225 | 254,516 | D | |||
| Common Stock | 02/08/2019 | S | 9,700 | D | $58.24(4) | 244,816 | D | |||
| Common Stock | 51,902 | I | Held by Spouse | |||||||
| Common Stock | 19,025(5) | I | 401K Trust | |||||||
| Common Stock | 1,901(6) | I | ESOP Trust | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Appreciation Right | $52.1 | 02/08/2019 | M | 125,000 | (7) | 04/01/2019 | Common Stock | 125,000 | $0.00 | 0.00 | D | ||||
| Stock Appreciation Right | $53.045 | 02/08/2019 | M | 85,297 | (8) | 04/01/2019 | Common Stock | 85,297 | $0.00 | 0.00 | D | ||||
| Stock Appreciation Right | $55.09 | 02/08/2019 | M | 40,000 | 04/01/2014 | 04/01/2019 | Common Stock | 40,000 | $0.00 | 0.00 | D | ||||
| Explanation of Responses: |
| 1. On 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. |
| 2. On 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. |
| 3. On 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. |
| 4. The 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. |
| 5. The 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. |
| 6. The 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. |
| 7. The 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. |
| 8. The Stock Appreciation Right became exercisable as follows: 28,432 shares on December 19, 2013 and 56,865 shares on April 1, 2014. |
| Remarks: |
| J. P. Baetzhold, Attorney in Fact | 02/11/2019 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||