David P Bauer Form 4 NATIONAL FUEL GAS / David P Bauer 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^*

Bauer David P

(Last) (First) (Middle)

6363 MAIN STREET

(Street)

WILLIAMSVILLE NY 14221

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NATIONAL FUEL GAS CO [ NFG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2023

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	12/01/2023		M		6,845	A	(1)	80,395	D
Common Stock	12/01/2023		F		243(2)	D	$51.223	80,152	D
Common Stock	12/01/2023		D		6,602	D	(3)	73,550	D
Common Stock	12/02/2023		M		6,388	A	(1)	79,938	D
Common Stock	12/02/2023		F		227(4)	D	$51.223	79,711	D
Common Stock	12/02/2023		D		6,161	D	(5)	73,550	D
Common Stock								13,730(6)	I	401K Trust
Common Stock								499	I	Held by daughter
Common Stock								499	I	Held by daughter
Common Stock								499	I	Held by daughter

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
Deferred Stock Units(7)	(8)	07/14/2023		J	V	610		(9)	(9)	Common Stock	610	$50.61	68,175	D
Deferred Stock Units(7)	(8)	10/13/2023		J	V	626		(9)	(9)	Common Stock	626	$53.91	68,801	D
Restricted Stock Units	(1)	12/01/2023		M			6,845	(10)	(10)	Common Stock	6,845	$0.00	13,691	D
Deferred Stock Units	(8)	12/01/2023		A		6,602		(9)	(9)	Common Stock	6,602	(3)	75,403	D
Restricted Stock Units	(1)	12/02/2023		M			6,388	(11)	(11)	Common Stock	6,388	$0.00	6,388	D
Deferred Stock Units	(8)	12/02/2023		A		6,161		(9)	(9)	Common Stock	6,161	(5)	81,564	D

Explanation of Responses:

1. Restricted stock units convert into common stock on a one-for-one basis.

2. On December 1, 2023, the reporting person had 243 shares withheld and cancelled in respect of taxes in connection with 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.

3. In connection with the vesting on December 1, 2023 of restricted stock units previously granted to the reporting person, the reporting person's receipt of 6,602 shares of common stock was deferred, resulting in the reporting person's receipt instead of 6,602 deferred stock units pursuant to National Fuel Gas Company's deferred compensation plan. The reporting person is therefore reporting the disposition of 6,602 shares of common stock in exchange for an equal number of deferred stock units.

4. On December 2, 2023, the reporting person had 227 shares withheld and cancelled in respect of taxes in connection with 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.

5. In connection with the vesting on December 2, 2023 of restricted stock units previously granted to the reporting person, the reporting person's receipt of 6,161 shares of common stock was deferred, resulting in the reporting person's receipt instead of 6,161 deferred stock units pursuant to National Fuel Gas Company's deferred compensation plan. The reporting person is therefore reporting the disposition of 6,161 shares of common stock in exchange for an equal number of deferred stock units.

6. 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 December 1, 2023, as reported by the plan administrator, divided by the closing price of NFG common stock on that date.

7. Acquired through dividend reinvestment feature of the National Fuel Gas Company Deferred Compensation Plan for Directors and Officers, exempt under Rule 16a-11.

8. Each deferred stock unit is the economic equivalent of one share of common stock.

9. The deferred stock units become payable, in shares of common stock, after the reporting person's termination of service, pursuant to the reporting person's distribution election under National Fuel Gas Company's Deferred Compensation Plan for Directors and Officers.

10. On December 1, 2022, the reporting person was granted 20,536 restricted stock units, vesting as follows: 6,845 on December 1, 2023, 6,845 on December 1, 2024, and 6,846 on December 1, 2025.

11. On December 2, 2021, the reporting person was granted 19,164 restricted stock units, vesting as follows: 6,388 on December 2, 2022, 6,388 on December 2, 2023, and 6,388 on December 2, 2024.

Remarks:

	J. P. Baetzhold, Attorney in Fact	12/05/2023
	** Signature of Reporting Person	Date
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