National Fuel Gas (NFG) Form 4 NATIONAL FUEL GAS / Martin A Krebs 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^*

Krebs Martin A

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Information Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2022

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	12/09/2022		M		580	A	(1)	4,283	D
Common Stock	12/09/2022		D		580	D	(2)	3,703	D
Common Stock	12/10/2022		M		661	A	(1)	4,364	D
Common Stock	12/10/2022		D		661	D	(3)	3,703	D
Common Stock								1,322(4)	I	401K 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
Restricted Stock Units	(1)	12/09/2022		M			580	(5)	(5)	Common Stock	580	$0.00	0.00	D
Deferred Stock Units	(6)	12/09/2022		A		580		(7)	(7)	Common Stock	580	(2)	6,086	D
Restricted Stock Units	(1)	12/10/2022		M			661	(8)	(8)	Common Stock	661	$0.00	661	D
Deferred Stock Units	(6)	12/10/2022		A		661		(7)	(7)	Common Stock	661	(3)	6,747	D

Explanation of Responses:

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

2. In connection with the vesting on December 9, 2022 of restricted stock units previously granted to the reporting person, the reporting person's receipt of 580 shares of common stock was deferred, resulting in the reporting person's receipt instead of 580 deferred stock units pursuant to National Fuel Gas Company's deferred compensation plan. The reporting person is therefore reporting the disposition of 580 shares of common stock in exchange for an equal number of deferred stock units.

3. In connection with the vesting on December 10, 2022 of restricted stock units previously granted to the reporting person, the reporting person's receipt of 661 shares of common stock was deferred, resulting in the reporting person's receipt instead of 661 deferred stock units pursuant to National Fuel Gas Company's deferred compensation plan. The reporting person is therefore reporting the disposition of 661 shares of common stock in exchange for an equal number of deferred stock units.

4. 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 9, 2022, as reported by the plan administrator, divided by the closing price of NFG common stock on that date.

5. On December 9, 2019, the reporting person was granted 1,739 restricted stock units, vesting as follows: 579 on December 9, 2020, 580 on December 9, 2021, and 580 on December 9, 2022.

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

7. 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.

8. On December 10, 2020, the reporting person was granted 1,982 restricted stock units, vesting as follows: 660 on December 10, 2021, 661 on December 10, 2022, and 661 on December 10, 2023.

Remarks:

	J. P. Baetzhold, Attorney in Fact	12/13/2022
	** Signature of Reporting Person	Date
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