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 |
|
|||||||||||||||
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Corning Natural Gas Holding Corp [ cnig ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 06/23/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 06/23/2016 |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | ||||||
6% Series A Cumulative Preferred Stock | 06/23/2016 | (1)(2)(5) | C | 2,588(3)(4) | A | $25 | 2,588 | 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 | ||||||||
Series B Convertible Preferred Stock | $20.75(6) | 06/23/2016 | (1)(2)(5) | C | 57,936(3)(4) | 06/23/2016 | 09/30/2026 | Common Stock | 57,936 | (6) | 57,936 | D |
Explanation of Responses: |
1. Reporting Person received 368,320 shareholder subscription rights as a pro rata dividend to shareholders of record of the Issuer, Corning Natural Gas Holding Corporation ("Issuer" or "Holding Company") on April 14, 2016 ("Record Date"), with respect to the shares of common stock owned directly by Reporting Person on the record date. Each basic subscription right permitted the shareholder to purchase 1/8th share of Issuer's 6% Series A Cumulative Preferred Stock, par value $0.01 per share, for $25.00 for each full share or 1/6th share of Issuer's 4.8% Series B Convertible Preferred Stock, par value $0.01 per share for $20.75 for each full share. |
2. Form is being revised to show the correct amount of Series A Cumulative Preferred Stock and Series B Convertible Preferred Stock subscription rights. |
3. In connection with the transactions described in Note (1), Reporting Person exercised 20,704 basic subscription rights issued with respect to shares of common stock directly owned by Reporting Person to purchase 2,588 shares of Series A Cumulative Preferred Stock and 347,616 basic subscription rights issued with respect to shares of common stock directly owned by Reporting Person to purchase 57,936 shares of Series B Convertible Preferred Stock. |
4. Form is being revised to show the correct amount of Series A Cumulative Preferred Stock subscription rights and shares as well as the correct amount of Series B Convertible Preferred Stock subscription rights and shares. |
5. Oversubscription rights were provided. The subscription rights expired on June 20, 2016 and shares of Series A Cumulative Preferred Stock and Series B Convertible Preferred Stock issued as of the close of business on June 23, 2016. |
6. Each share of Series B Convertible Preferred Stock is convertible at any time after issuance into one share of common stock, subject to adjustment under certain circumstances. |
Michael German | 06/28/2016 | |
** 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). | ||
** 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |