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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NEW JERSEY RESOURCES CORP [ NJR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/12/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 11/12/2019 | A | 19,537(1) | A | $40.61 | 431,770.437 | D | |||
Common Stock | 11/12/2019 | F | 9,622(2) | D | $40.61 | 422,148.437 | D | |||
Common Stock | 11/12/2019 | A | 16,521(3) | A | $40.61 | 438,669.437 | D | |||
Common Stock | 11/12/2019 | F | 8,137(2) | D | $40.61 | 430,532.437 | D | |||
Common Stock | 11/12/2019 | A | 22,246(4) | A | $0 | 452,778.437 | D | |||
Common Stock | 11/12/2019 | F | 10,957(5) | D | $0 | 441,821.437 | D | |||
Common Stock | 11/12/2019 | A | 24,624(6) | A | $0 | 466,445.437 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
Explanation of Responses: |
1. Represents number of performance share units, which vested at 119% of target (plus dividend equivalents), after a 36-month period beginning on October 1, 2016, upon certification by the Leadership Development and Compensation Committee (LDCC) of New Jersey Resources Corporation's (NJR's) performance versus the applicable performance goal. Performance share units and dividend equivalents convert into one share of NJR Common Stock upon vesting. |
2. Represents shares withheld to pay taxes related to vesting of performance share units. |
3. Represents number of performance share units, which vested at 117% of target (plus accrued dividend equivalents), after a 36-month period beginning on October 1, 2016, upon certification by the LDCC of NJR's performance versus the applicable performance goal. Performance share units and dividend equivalents convert into one share of NJR Common Stock upon vesting. |
4. Represents accelerated vesting of performance-based restricted stock units (plus dividend equivalents), previously granted on November 13, 2018, due to the retirement of the executive and satisfaction of the performance goal, as certified by the LDCC. Each performance-based restricted stock unit and dividend equivalent converts into one share of NJR Common Stock upon vesting. |
5. Represents shares withheld to pay taxes related to vesting of performance-based restricted stock units. |
6. Represents grant of deferred retention stock units under the NJR 2017 Stock Award and Incentive Plan. Each deferred retention stock unit vests on October 15, 2022 and represents a contingent right to receive one share of NJR Common Stock. |
Remarks: |
/s/ Richard Reich, as attorney-in-fact for Laurence M. Downes | 11/14/2019 | |
** 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. |