NEW JERSEY RESOURCES CORP — Director's Dealing 2013

Dec 19, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NEW JERSEY RESOURCES CORP (NJR)
CIK: 0000356309
Period of Report: 2013-12-19

Reporting Person: DOWNES LAURENCE M (Director, Chairman, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-19	Common Stock	A	14047	$45.56	Acquired	149955.456	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-19	Performance Shares	$	A	14432	Acquired	2016-09-30	Common Stock (14432.0)	Direct
2013-12-19	Performance Shares	$	A	10536	Acquired	2016-09-30	Common Stock (10536.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	336.011	Indirect

Footnotes

F1: Represents shares of performance-based restricted stock granted pursuant to the NJR 2007 Stock Award and Incentive Plan. Shares will vest in three equal installments upon certification by the Leadership Development and Compensation Committee that the performance goals for each of the fiscal years ending on September 30, 2014, September 30, 2015 and September 30, 2016 have been met.

F2: Total includes shares held outright, shares held in the New Jersey Resources Corporation (NJR) Employee Stock Ownership Plan (ESOP) that are accounted for on a unitized basis and reflects calculated value.

F3: Total includes reinvested dividends through the NJR Dividend Reinvestment Program (DRP)(Custodial for Relative).

F4: Represents performance shares granted pursuant to the NJR 2007 Stock Award and Incentive Plan. Performance shares will be vested and non-forfeitable upon certification by the Leadership Development and Compensation Committee that the applicable performance goal for the 33 month period ending September 30, 2016 has been met.

F5: Represents performance shares granted pursuant to the NJR 2007 Stock Award and Incentive Plan. Performance shares will be vested and non-forfeitable upon certification by the Leadership Development and Compensation Committee that the applicable performance goal for the 36 month period ending September 30, 2016 has been met.