SEC FORM 4/A

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^*

SKAINS THOMAS E

(Last)

(First)

(Middle)

C/O PIEDMONT NATURAL GAS CO

PO BOX 33068

(Street)

CHARLOTTE

28233

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PIEDMONT NATURAL GAS CO INC [ PNY ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)
12/17/2015

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/15/2015		A⁽¹⁾		34,843	A	$0⁽²⁾	317,086⁽³⁾⁽⁴⁾	D
Common Stock	12/15/2015		F⁽⁵⁾		28,538	D	$0⁽²⁾	288,548⁽³⁾⁽⁶⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Issued as accelerated vesting of 2016 LTIP Award and 2017 LTIP Award under registrant's Incentive Compensation Plan. These shares are restricted, subject to full or partial cancellation under certain circumstances and for such period as described in the form of Share Repayment Agreement filed by the registrant in a Form 8-K on December 16, 2015.

2. Shares were valued at closing price of $56.85 on December 14, 2015, which was the day prior to vesting.

3. This number does not include 2,990.57 shares that are held indirectly by Mr. Skains in his 401(k) account.

4. Includes 59,824 equity units issued under a previously reported Retention Award, plus accrued dividends. The vested awards are payable in the form of one share of registrant's common stock per equity unit.

5. Withheld to satisfy tax withholding obligations on (1) December 15, 2015 vesting of 30% of Mr. Skains' previously reported Retention Award equity units, plus 3,024 shares representing dividends that had accrued on such equity units and converted into additional equity units and (2) accelerated vesting of the remaining 50% of his Retention Award equity units (plus 5,040 shares representing dividends that had accrued on such equity units and converted into additional equity units) that would otherwise have vested on December 15, 2016 if Mr. Skains was an employee of the registrant on such date.

6. Includes 19,554 shares of restricted common stock that are subject to full or partial cancellation under certain circumstances and for such period as described in the form of Share Repayment Agreement between the registrant and the reporting person filed by the registrant in a Form 8-K on December 16, 2015.

	/s/ Judy Z. Mayo by limited power of attorney for Thomas E. Skains	01/06/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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