SEC FORM 4

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^*

Eldred Charles N

(Last)

(First)

(Middle)

CORPORATE HEADQUARTERS MS1275

(Street)

ALBUQUERQUE

87158-1275

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PNM RESOURCES INC [ PNM ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EXEC VP, CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2017

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)
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⁽¹⁾	03/03/2017		A		10,156	A	⁽¹⁾	99,311	D
Common Stock⁽²⁾	03/03/2017		F		3,987	D	$36.3⁽²⁾	95,324	D
Common Stock⁽³⁾	03/04/2017		M		1,569	A	⁽³⁾	96,893	D
Common Stock⁽⁴⁾	03/04/2017		F		736	D	$36.3⁽⁴⁾	96,157	D
Common Stock⁽⁵⁾	03/05/2017		M		1,602	A	⁽⁵⁾	97,759	D
Common Stock⁽⁶⁾	03/05/2017		F		751	D	$36.3⁽⁶⁾	97,008	D
Common Stock⁽⁷⁾	03/06/2017		S		4,000	D	$36.3956⁽⁸⁾	93,008	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)
Restricted Stock Rights	⁽⁹⁾	03/03/2017		A		4,169		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	4,169	$0.00	13,402	D
Restricted Stock Rights	⁽⁹⁾	03/04/2017		M			1,569	⁽¹¹⁾	⁽¹¹⁾	Common Stock	1,569	$0.00	11,833	D
Restricted Stock Rights	⁽⁹⁾	03/05/2017		M			1,602	⁽¹¹⁾	⁽¹¹⁾	Common Stock	1,602	$0.00	10,231	D
Phantom Stock Shares	⁽¹²⁾							⁽¹³⁾	⁽¹³⁾	Common Stock	6,856		6,856⁽¹⁴⁾	I	PNM Common Stock Fund - PNM Resources Executive Savings Plan

Explanation of Responses:

1. The following performance shares were earned as of December 31, 2016 and settled on March 3, 2017: (1) 7,402 shares earned for the 2014-2016 performance period and (2) 2,754 shares earned under a special performance based retention award.

2. Represents shares withheld by PNM Resources, Inc. to satisfy the tax withholding obligations arising in connection with the settlement of the performance share awards described in (1) above. The company utilizes a modified "share withholding" approach in connection with settling awards of performance shares, in which it (i) withholds (in cash) an amount to satisfy tax withholding obligations and remits such amount to the relevant tax authorities, and (ii) directs a designated broker to purchase on the open market the number of shares of the company's common stock that can be acquired with the after-tax value of the performance share award at the prevailing market price. Only these "net shares" are delivered to the recipient of the performance share award.

3. Represents the portions of previous awards of restricted stock rights that vested effective as of March 4, 2017.

4. Represents shares withheld by PNM Resources, Inc. to satisfy the tax withholding obligations arising in connection with the vesting and settlement of the restricted stock rights award described in (3) above. The company utilizes a modified "share withholding" approach in connection with settling awards of restricted stock rights, in which it (i) withholds (in cash) an amount to satisfy tax withholding obligations and remits such amount to the relevant tax authorities, and (ii) directs a designated broker to purchase on the open market the number of shares of the company's common stock that can be acquired with the after-tax value of the restricted stock right award at the prevailing market price. Only these "net shares" are delivered to the recipient of the vested restricted stock rights award.

5. Represents the portions of previous awards of restricted stock rights that vested effective as of March 5, 2017.

6. Represents shares withheld by PNM Resources, Inc. to satisfy the tax withholding obligations arising in connection with the vesting and settlement of the restricted stock rights award described in (5) above. The company utilizes a modified "share withholding" approach in connection with settling awards of restricted stock rights, in which it (i) withholds (in cash) an amount to satisfy tax withholding obligations and remits such amount to the relevant tax authorities, and (ii) directs a designated broker to purchase on the open market the number of shares of the company's common stock that can be acquired with the after-tax value of the restricted stock right award at the prevailing market price. Only these "net shares" are delivered to the recipient of the vested restricted stock rights award.

7. Includes shares sold to provide a source of funds for payment of certain additional tax obligations of the reporting person.

8. This transaction was executed in multiple trades at prices ranging from $36.375 USD to $36.425 USD; the price reported above reflects the weighted average sale price.

9. Each restricted stock right represents a contingent right to receive one share of PNM Resources, Inc. common stock.

10. The restricted stock units vest in three equal annual installments beginning one year from March 7, 2017. Vested shares will be delivered to the reporting person on the applicable vesting dates (or, if the company is in a blackout period under its insider trading policy on any vesting date, at a later date after such blackout period ends).

11. The restricted stock units vest in three equal annual installments. Vested shares will be delivered to the reporting person on the applicable vesting dates (or, if the company is in a blackout period under its insider trading policy on any vesting date, at a later date after such blackout period ends).

12. The security converts to common stock on a one-for-one basis.

13. The phantom stock shares were acquired under the PNM Resources, Inc. Executive Savings Plan, and will settle upon the Reporting Person's retirement or other termination of service.

14. Total represents phantom stock shares of PNM Resources, Inc. Common Stock acquired under the PNM Resources, Inc. Executive Savings Plan II as of February 28, 2017.

Remarks:

	/s/ Laurie S. Monfiletto, POA for Charles N. Eldred	03/07/2017
	** 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 4 (b)(v).
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