South Jersey Industries (SJIIU) Form 4 SOUTH JERSEY INDUSTRIES / Leonard Brinson Jr 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^*

Brinson Leonard Jr

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2022

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	03/01/2022		M		952(1)(2)	A	$0.00	8,233.243	D
Common Stock	03/01/2022		F		72(3)	D	$33.93	8,161.243	D
Common Stock	05/04/2022		M		1,046(2)(4)	A	$0.00	9,273.5861	D
Common Stock	05/04/2022		F		24(5)	D	$34.1	9,249.5861	D

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	$0.00	05/04/2022		J		48.2679(6)		(6)	(6)	Common Stock	48.2679	$0.00	5,421.3414	D
Restricted Stock Units	$0.00	05/04/2022		M			1,046.875(4)	(4)	(4)	Common Stock	1,046.875	$0.00	4,374.4664	D

Explanation of Responses:

1. The shares were acquired pursuant to the vesting of performance restricted stock units (PRSU) that were granted on April 22, 2019 with a performance period beginning on January 1, 2019 and ending on December 31, 2021. Vesting of 50% of the PRSU granted was contingent upon achieving an Earnings Per Share Compound Annual Growth Rate (EPS CAGR) performance hurdle and vesting of 50% of the PRSU granted was contingent upon achieving a relative total shareholder return (rTSR) performance hurdle. The EPS CAGR performance hurdle was achieved reaching threshold at 5.5% with a payout of 50%. The rTSR performance hurdle was achieved above threshold at 41.6% with a payout of 72%.

2. Includes accrued Dividend Equivalent Shares (referred to as "DES", as defined in the Issuer's 2015 Omnibus Equity Compensation Plan).

3. Represents shares withheld for taxes on the 2019 performance RSU that vested on March 1, 2022.

4. Represents 2021 Annual RSU award granted pursuant to the South Jersey Industries, Inc. 2015 Omnibus Equity Compensation Plan. Subject to certain exceptions, approximately one-third of the RSU vested on May 4, 2022, one-third of the RSU shall vest on January 2, 2023 and one-third of the RSU shall vest on January 2, 2024, provided that the reporting person remains employed by the issuer.

5. Represents shares withheld for taxes on the first tranche of the 2021 time-based RSU that vested on May 4, 2022.

6. Represents DES accrued on outstanding Restricted Stock Units.

Remarks:

	/s /Lauren Hemple, Attorney-in-Fact	05/06/2022
	** 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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