Renna Michael J Form 4 SOUTH JERSEY INDUSTRIES / MICHAEL J RENNA ownership change

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^*

RENNA MICHAEL J

(Last) (First) (Middle)

1 SOUTH JERSEY PLAZA

(Street)

FOLSOM NJ 08037

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SOUTH JERSEY INDUSTRIES INC [ SJI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	03/07/2019		M		23,504(1)	A	$0.00	93,968.6394	D
Common Stock	03/07/2019		F		9,955(2)	D	$29.65	84,013.6394	D
Common Stock								17,089.8525	I	401k
Common Stock								3,270	I	Family Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

Explanation of Responses:

1. The shares were acquired pursuant to the vesting of performance based restricted stock units that were granted on January 1, 2016 with a performance period beginning on January 1, 2016 and ending on December 31, 2018 (PSUs). 30,610 PSUs were granted to the Reporting Person on January 1, 2016. Vesting of the up to 50% of the PSUs granted was contingent upon achieving an Economic Earnings compound annual growth rate (CAGR) performance hurdle and vesting of up to 50% of the PSUs granted was contingent upon achieving a relative total shareholder return (TSR) performance hurdle. The CAGR performance hurdle was achieved above threshold at 5.5% with a payout of 70.8%. The TSR performance hurdle was achieved above threshold at 40.3% with a payout of 67.7%. The overall all payout of the PSUs was 69.3%.

2. Represents shares withheld to cover taxes on the 2016 performance-based restricted stock units

Remarks:

	Michael Renna	03/11/2019
	** 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).
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