SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

KRAEMER RONALD C

(Last)

(First)

(Middle)

6363 MAIN STREET

(Street)

WILLIAMSVILLE

14221

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/09/2017

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres - Empire Pipeline

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	28,637	D
Common Stock	12,784⁽¹⁾	I	401(k) Trust
Common Stock	3,536⁽²⁾	I	ESOP Trust

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Appreciation Right	02/20/2009	02/20/2018	Common Stock	1,166	$47.37	D
Stock Appreciation Right	⁽³⁾	12/22/2018	Common Stock	10,000	$29.88	D
Stock Appreciation Right	⁽⁴⁾	03/11/2020	Common Stock	5,000	$52.1	D
Stock Appreciation Right	⁽⁵⁾	12/20/2020	Common Stock	2,000	$63.865	D
Stock Appreciation Right	12/19/2014	12/19/2021	Common Stock	2,000	$55.09	D
Stock Appreciation Right	⁽⁶⁾	12/19/2022	Common Stock	4,780	$53.045	D
Restricted Stock Units	12/19/2017	12/19/2017	Common Stock	266	⁽⁷⁾	D
Restricted Stock Units	⁽⁸⁾	⁽⁸⁾	Common Stock	1,038	⁽⁷⁾	D
Restricted Stock Units	⁽⁹⁾	⁽⁹⁾	Common Stock	1,635	⁽⁷⁾	D

Explanation of Responses:

1. 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 March 9, 2017, as reported by the plan administrator, divided by the closing price of NFG common stock on that date.

2. The NFG employee stock ownership 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 ESOP as of March 9, 2017, as reported by the plan administrator, divided by the closing price of NFG common stock on that date.

3. The stock appreciation right became exercisable as follows: 3,333 on December 22, 2009; 3,333 on December 22, 2010; and 3,334 on December 22, 2011.

4. The stock appreciation right became exercisable as follows: 1,666 on November 24, 2010; 1,667 on November 23, 2011; and 1,667 on November 21, 2012.

5. The stock appreciation right became exercisable as follows: 666 on December 20, 2011; 667 on December 20, 2012; and 667 on December 20, 2013.

6. The stock appreciation right became exercisable as follows: 1,593 on December 19, 2013; 1,593 on December 19, 2014; and 1,594 on December 19, 2015.

7. Each restricted stock unit represents a contingent right to receive one share of NFG common stock.

8. The restricted stock units vest in two equal annual installments beginning December 17, 2017.

9. The restricted stock units vest in three equal annual installments beginning December 15, 2017.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	James P. Baetzhold	03/17/2017
	** 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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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