NEW JERSEY RESOURCES CORP — Director's Dealing 2014

Dec 18, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NEW JERSEY RESOURCES CORP (NJR)
CIK: 0000356309
Period of Report: 2014-12-18

Reporting Person: Westhoven Stephen D (Senior V.P., Subsidiary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-18	Common Stock	A	4947	$58.62	Acquired	30881.276	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-18	Deferred Stock Units	$	A	20471	Acquired		Common Stock (20471.0)	Direct
2014-12-18	Performance Shares	$	A	2945	Acquired		Common Stock (2945.0)	Direct
2014-12-18	Performance Shares	$	A	2474	Acquired		Common Stock (2474.0)	Direct

Footnotes

F1: Represents shares of restricted stock granted pursuant to the New Jersey Resources Corporation (NJR) 2007 Stock Award and Incentive Plan. Shares will vest in three equal installments on October 15, 2015, October 15, 2016, and October 15, 2017, subject to the continued employment of the reporting person by NJR, except under certain conditions.

F2: Each deferred stock unit represents a contingent right to receive one share of NJR common stock.

F3: Deferred stock unit is payable subject to certain conditions on October 15, 2017.

F4: Represents performance shares granted pursuant to the NJR 2007 Stock Award and Incentive Plan. Performance shares will become vested and non-forfeitable upon certification by the Leadership Development and Compensation Committee that the applicable total shareholder return performance goal for the 36 month period ending September 30, 2017 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 net financial earnings performance goal for the 36 month period ending September 30, 2017 has been met.