Statement of Changes in Beneficial Ownership (4)
October 02 2020 - 11:42AM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Westhoven Stephen D |
2. Issuer Name and Ticker or Trading Symbol
NEW JERSEY RESOURCES CORP
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NJR
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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 & CEO |
(Last)
(First)
(Middle)
C/O NEW JERSEY RESOURCES CORPORATION, 1415 WYCKOFF ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/30/2020 |
(Street)
WALL, NJ 07719
(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 | 9/30/2020 | | M | | 2404 (1) | A | $27.02 | 145357.208 | D | |
Common Stock | 9/30/2020 | | F | | 1184 (2) | D | $27.02 | 144173.208 | D | |
Common Stock | 9/30/2020 | | A | | 2930 (3) | A | $27.02 | 147103.208 | D | |
Common Stock | 9/30/2020 | | F | | 1444 (2) | D | $27.02 | 145833.955 (4) | D | |
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 |
Performance Shares | (5) | 9/30/2020 | | M | | | 2204 | (5) | (5) | Common Stock | 2204.0 | $27.02 | 0 | D | |
Explanation of Responses: |
(1) | Total reflects adjustment for accrued dividend equivalents payable upon vesting of Performance-Based Restricted Stock Units. Each Performance-Based Restricted Stock Unit and dividend equivalent converts into one share of New Jersey Resources Corporation (NJR) Common Stock upon vesting. |
(2) | Represents shares withheld to pay taxes due upon vesting of Performance-Based Restricted Stock Units. |
(3) | Represents vesting of the second tranche of Performance-Based Restricted Stock Units, previously granted on November 13, 2018, plus accrued dividend equivalents. The third and final tranche will vest on September 30, 2021. The applicable performance goal has been satisfied by NJR and certified by the Leadership Development and Compensation Committee of the Board of Directors (LDCC). Each Performance-Based Restricted Stock Unit and dividend equivalent converts into one share of NJR Common Stock upon vesting. |
(4) | Total increased by 174.748 shares to reflect dividends accrued in the NJR Employee Retirement Savings Plan 401(K) and in the NJR Employee Stock Ownership (ESOP) Plan. |
(5) | Represents third and final vesting of Performance-Based Restricted Stock Units, previously granted on November 14, 2017. The applicable performance goal has been satisfied by NJR and certified by the LDCC. Each Performance-Based Restricted Stock Unit converts into one share of NJR Common Stock upon vesting. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Westhoven Stephen D C/O NEW JERSEY RESOURCES CORPORATION 1415 WYCKOFF ROAD WALL, NJ 07719 | X |
| President & CEO |
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Signatures
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/s/ Richard Reich, as attorney-in-fact for Stephen D. Westhoven | | 10/2/2020 |
**Signature of Reporting Person | Date |
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