NATIONAL FUEL GAS CO — Director's Dealing 2016

Dec 21, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NATIONAL FUEL GAS CO (NFG)
CIK: 0000070145
Period of Report: 2016-12-19

Reporting Person: TANSKI RONALD J (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-19	Common Stock	M	3792	—	Acquired	314673	Direct
2016-12-19	Common Stock	F	1956	$58.01	Disposed	312717	Direct
2016-12-19	Common Stock	M	4139	—	Acquired	316856	Direct
2016-12-19	Common Stock	F	2135	$58.01	Disposed	314721	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-19	Restricted Stock Units	$	M	3792	Disposed		Common Stock (3792)	Direct
2016-12-19	Restricted Stock Units	$	M	4139	Disposed		Common Stock (4139)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	23264	Indirect
Common Stock	2943	Indirect

Footnotes

F1: Restricted stock units convert into common stock on a one-for-one basis.

F2: On December 19, 2016, the reporting person had 1,956 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.

F3: On December 19, 2016, the reporting person had 2,135 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.

F4: 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 15, 2016, as reported by the plan administrator, divided by the closing price of NFG common stock on that date.

F5: 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 December 15, 2016, as reported by the plan administrator, divided by the closing price of NFG common stock on that date.

F6: On December 19, 2013, the reporting person was granted 11,375 restricted stock units, vesting as follows: 3,791 on December 19, 2014, 3,792 on December 19, 2015, and 3,792 on December 19, 2016.

F7: On December 19, 2014, the reporting person was granted 12,417 restricted stock units, vesting as follows: 4,139 on December 19, 2015, 4,139 on December 19, 2016, and 4,139 on December 19, 2017.