Home > Insider Trading > Filing (0001562180-19-000886)

Filing Details

Accession Number:: 0001562180-19-000886
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-02-11 17:09:33
Reporting Period:: 2019-02-08

Accepted Time:: 2019-02-11 17:09:33
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
70145	National Fuel Gas Co	NFG	Natural Gas Distribution (4924)	131086010

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1214452	F David Smith	6363 Main St. Williamsville NY 14221		No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2019-02-08	125,000	$52.10	363,168	No	4	M	Direct
Common Stock	Disposition	2019-02-08	111,851	$58.23	251,317	No	4	D	Direct
Common Stock	Disposition	2019-02-08	3,313	$58.23	248,004	No	4	F	Direct
Common Stock	Acquisiton	2019-02-08	85,297	$53.05	333,301	No	4	M	Direct
Common Stock	Disposition	2019-02-08	77,709	$58.23	255,592	No	4	D	Direct
Common Stock	Disposition	2019-02-08	2,382	$58.23	253,210	No	4	F	Direct
Common Stock	Acquisiton	2019-02-08	40,000	$55.09	293,210	No	4	M	Direct
Common Stock	Disposition	2019-02-08	37,847	$58.23	255,363	No	4	D	Direct
Common Stock	Disposition	2019-02-08	847	$58.23	254,516	No	4	F	Direct
Common Stock	Disposition	2019-02-08	9,700	$58.24	244,816	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	D	Direct
No	4	F	Direct
No	4	M	Direct
No	4	D	Direct
No	4	F	Direct
No	4	M	Direct
No	4	D	Direct
No	4	F	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Stock Appreciation Right	Disposition	2019-02-08	125,000	$0.00	125,000	$52.10
Common Stock	Stock Appreciation Right	Disposition	2019-02-08	85,297	$0.00	85,297	$53.05
Common Stock	Stock Appreciation Right	Disposition	2019-02-08	40,000	$0.00	40,000	$55.09

Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
	2019-04-01	No	4	M	Direct
	2019-04-01	No	4	M	Direct
2014-04-01	2019-04-01	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	51,902	Indirect	Held by Spouse
Common Stock	19,025	Indirect	401K Trust
Common Stock	1,901	Indirect	ESOP Trust

Footnotes

On February 8, 2019, the reporting person exercised a stock appreciation right with respect to 125,000 shares of Common Stock of the Company. In connection with this exercise, the reporting person was deemed to have sold back to the Company shares of Common Stock of the Company having a value equal to the exercise price of the stock appreciation right. This deemed sale of 111,851 shares is shown on Table I as a disposition (Transaction Code "D" in column 4),although none of these shares were sold into the open market, as indicated by Transaction Code "D" in column 3. Additionally, the reporting person had 3,313 shares of Common Stock of the Company withheld and cancelled to cover minimum tax withholding. This share cancellation is shown on Table I as a disposition (Transaction Code "D" in column 4), although none of these shares were sold into the open market, as indicated by Transaction Code "F" in column 3.
On February 8, 2019, the reporting person exercised a stock appreciation right with respect to 85,297 shares of Common Stock of the Company. In connection with this exercise, the reporting person was deemed to have sold back to the Company shares of Common Stock of the Company having a value equal to the exercise price of the stock appreciation right. This deemed sale of 77,709 shares is shown on Table I as a disposition (Transaction Code "D" in column 4),although none of these shares were sold into the open market, as indicated by Transaction Code "D" in column 3. Additionally, the reporting person had 2,382 shares of Common Stock of the Company withheld and cancelled to cover minimum tax withholding. This share cancellation is shown on Table I as a disposition (Transaction Code "D" in column 4), although none of these shares were sold into the open market, as indicated by Transaction Code "F" in column 3.
On February 8, 2019, the reporting person exercised a stock appreciation right with respect to 40,000 shares of Common Stock of the Company. In connection with this exercise, the reporting person was deemed to have sold back to the Company shares of Common Stock of the Company having a value equal to the exercise price of the stock appreciation right. This deemed sale of 37,847 shares is shown on Table I as a disposition (Transaction Code "D" in column 4),although none of these shares were sold into the open market, as indicated by Transaction Code "D" in column 3. Additionally, the reporting person had 847 shares of Common Stock of the Company withheld and cancelled to cover minimum tax withholding. This share cancellation is shown on Table I as a disposition (Transaction Code "D" in column 4), although none of these shares were sold into the open market, as indicated by Transaction Code "F" in column 3.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.22 to $58.26, inclusive. The reporting person undertakes to provide National Fuel Gas Company, any security holder of National Fuel Gas Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
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 2/7/19, as reported by the plan administrator, divided by the closing price of NFG common stock on that date.
The NFG employee stock ownership 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 ESOP as of 2/7/2019, as reported by the plan administrator, divided by the closing price of NFG common stock on that date.
The Stock Appreciation Right became exercisable as follows: 41,666 shares on November 29, 2010, 41,667 shares on November 29, 2011, and 41,667 shares on November 29, 2012.
The Stock Appreciation Right became exercisable as follows: 28,432 shares on December 19, 2013 and 56,865 shares on April 1, 2014.