NEW JERSEY RESOURCES CORP — Director's Dealing 2017

Nov 17, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NEW JERSEY RESOURCES CORP (NJR)
CIK: 0000356309
Period of Report: 2017-11-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-14	Common Stock	M	19422	—	Acquired	407539.451	Direct
2017-11-14	Common Stock	F	10071	$45	Disposed	397468.451	Direct
2017-11-14	Common Stock	M	17901	—	Acquired	415369.451	Direct
2017-11-14	Common Stock	F	9282	$45	Disposed	406087.451	Direct
2017-11-14	Common Stock	M	8941	—	Acquired	415028.451	Direct
2017-11-14	Common Stock	F	4636	$45	Disposed	410392.451	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-11-14	Performance Shares	$	M	19422	Disposed		Common Stock (19422.0)	Direct
2017-11-14	Performance Shares	$	M	17901	Disposed		Common Stock (17901.0)	Direct
2017-11-14	Performance Shares	$	A	17814	Acquired		Common Stock (17814.0)	Direct

Footnotes

F1: Represents number of Performance Shares, which vested at 108.44% of the target amount (plus accrued dividends), after a 36-month period beginning on October 1, 2014, upon certification by the Leadership Development and Compensation Committee (LDCC) of the Board of Directors of New Jersey Resources Corporation (NJR) of NJR's performance versus the applicable performance goal. Performance Shares converted 1 for 1 into shares of NJR common stock. There is no purchase or sale price upon vesting of the Performance Shares.

F2: Represents number of Performance Shares, which vested at 119% of the target amount (plus accrued dividends), after a 36-month period beginning on October 1, 2014, upon certification by the Leadership Development and Compensation Committee (LDCC) of the Board of Directors of New Jersey Resources Corporation (NJR) of NJR's performance versus the applicable performance goal. Performance Shares converted 1 for 1 into shares of NJR common stock. There is no purchase or sale price upon vesting of the Performance Shares.

F3: Represents 33% of the shares of performance-based restricted stock unit award previously granted on November 15, 2016 plus accrued dividends, which vested on November 14, 2017, upon certification by the Leadership Development and Compensation Committee (LDCC) of the Board of Directors of New Jersey Resources Corporation (NJR) of NJR's performance versus the applicable performance goals. The Performance-based restricted stock units converted 1 for 1 into shares of NJR common stock. There is no purchase or sale price upon the vesting of the shares of performance-based restricted stock.

F4: Total reflects a 2 for 1 stock split on March 3, 2015.

F5: Represents remaining number of performance-based restricted stock units previously granted on November 15, 2016, which will vest in two equal annual installments beginning on November 14, 2018. The performance-based restricted stock units will convert 1 for 1 into shares of NJR common stock.