Statement of Changes in Beneficial Ownership (4)
December 05 2022 - 5:12PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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Bauer David P |
2. Issuer Name and Ticker or Trading Symbol
NATIONAL FUEL GAS CO
[
NFG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO |
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(Last)
(First)
(Middle)
6363 MAIN STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/1/2022 |
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(Street)
WILLIAMSVILLE, NY 14221
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 12/1/2022 | | A | | 25676.00 | A | $0.00 | 100723.00 | D | |
| Common Stock | 12/1/2022 | | F | | 911.00 (1) | D | $65.923 | 99812.00 | D | |
| Common Stock | 12/1/2022 | | A | | 16632.00 | A | $0.00 | 116444.00 | D | |
| Common Stock | 12/1/2022 | | F | | 590.00 (2) | D | $65.923 | 115854.00 | D | |
| Common Stock | 12/1/2022 | | D | | 40807.00 (3) | D | $65.923 | 75047.00 | D | |
| Common Stock | 12/2/2022 | | M | | 6388.00 | A | (4) | 81435.00 | D | |
| Common Stock | 12/2/2022 | | F | | 227.00 (5) | D | $64.335 | 81208.00 | D | |
| Common Stock | 12/2/2022 | | D | | 6161.00 (6) | D | $64.335 | 75047.00 | D | |
| Common Stock | | | | | | | | 12912.00 (7) | I | 401K Trust |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Restricted Stock Units | (8) | 12/1/2022 | | A | | 20536.00 | | (9) | (9) | Common Stock | 20536.00 | $0.00 | 20536.00 | D | |
| Deferred Stock Units | (10) | 12/1/2022 | | A | | 40807.00 | | (11) | (11) | Common Stock | 40807.00 | (3) | 40807.00 | D | |
| Restricted Stock Units | (4) | 12/2/2022 | | M | | | 6388.00 | (12) | (12) | Common Stock | 6388.00 | $0.00 | 12776.00 | D | |
| Deferred Stock Units | (10) | 12/2/2022 | | A | | 6161.00 | | (11) | (11) | Common Stock | 6161.00 | (6) | 46968.00 | D | |
| Explanation of Responses: |
| (1) | On December 1, 2022, the reporting person had 911 shares withheld and cancelled to cover minimum required tax withholdings due to the vesting of performance shares. These share cancellations are shown on Table I as dispositions (Transaction Code "D" in Column 4), although none of these cancelled shares were sold into the market, as indicated by Transaction Code "F" in Column 3. |
| (2) | On December 1, 2022, the reporting person had 590 shares withheld and cancelled to cover minimum required tax withholdings due to the vesting of performance shares. These share cancellations are shown on Table I as dispositions (Transaction Code "D" in Column 4), although none of these cancelled shares were sold into the market, as indicated by Transaction Code "F" in Column 3. |
| (3) | In connection with the vesting on December 1, 2022 of performance shares previously granted to the reporting person, the reporting person's receipt of 40,807 shares of common stock was deferred, resulting in the reporting person's receipt instead of 40,807 deferred stock units pursuant to National Fuel Gas Company's deferred compensation plan. The reporting person is therefore reporting the disposition of 40,807 shares of common stock in exchange for an equal number of deferred stock units. |
| (4) | Restricted stock units convert into common stock on a one-for-one basis. |
| (5) | On December 2, 2022, the reporting person had 227 shares withheld and cancelled to cover minimum required tax withholdings due to the vesting of restricted stock units. These share cancellations are shown on Table I as dispositions (Transaction Code "D" in Column 4), although none of these cancelled shares were sold into the market, as indicated by Transaction Code "F" in Column 3. |
| (6) | In connection with the vesting on December 2, 2022 of restricted stock units previously granted to the reporting person, the reporting person's receipt of 6,161 shares of common stock was deferred, resulting in the reporting person's receipt instead of 6,161 deferred stock units pursuant to National Fuel Gas Company's deferred compensation plan. The reporting person is therefore reporting the disposition of 6,161 shares of common stock in exchange for an equal number of deferred stock units. |
| (7) | 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 December 2, 2022, as reported by the plan administrator, divided by the closing price of NFG common stock on that date. |
| (8) | Each restricted stock unit represents a contingent right to receive one share of NFG common stock. |
| (9) | On December 1, 2022, the reporting person was granted 20,536 restricted stock units, vesting as follows: 6,845 on December 1, 2023, 6,845 on December 1, 2024, and 6,846 on December 1, 2025. |
| (10) | Each deferred stock unit is the economic equivalent of one share of common stock. |
| (11) | The deferred stock units become payable, in shares of common stock, after the reporting person's termination of service, pursuant to the reporting person's distribution election under National Fuel Gas Company's deferred compensation plan. |
| (12) | On December 2, 2021, the reporting person was granted 19,164 restricted stock units, vesting as follows: 6,388 on December 2, 2022, 6,388 on December 2, 2023, and 6,388 on December 2, 2024. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Bauer David P
6363 MAIN STREET
WILLIAMSVILLE, NY 14221 | X |
| President and CEO |
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Signatures
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| J. P. Baetzhold, Attorney in Fact | | 12/5/2022 |
| **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 control number. |
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