NEW JERSEY RESOURCES CORP — Director's Dealing 2018

Nov 16, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NEW JERSEY RESOURCES CORP (NJR)
CIK: 0000356309
Period of Report: 2018-11-13

Reporting Person: Westhoven Stephen D (President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-11-13	Common Stock	M	2874	—	Acquired	135155.093	Direct
2018-11-13	Common Stock	F	1518	$47.98	Disposed	133637.093	Direct
2018-11-13	Common Stock	M	2414	—	Acquired	137376.587	Direct
2018-11-13	Common Stock	F	1559	$47.98	Disposed	135817.587	Direct
2018-11-13	Common Stock	M	2204	—	Acquired	138078.587	Direct
2018-11-13	Common Stock	F	1114	$47.98	Disposed	136964.587	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-11-13	Performance Shares	$	M	2874	Disposed		Common Stock (2874.0)	Direct
2018-11-13	Performance Shares	$	M	2414	Disposed		Common Stock (2414.0)	Direct
2018-11-13	Performance Shares	$	M	2204	Disposed		Common Stock (2204.0)	Direct

Footnotes

F1: Total has been adjusted downward by 29 shares to reflect Performance Shares vesting at 99% of target, plus 237 shares for accrued dividend equivalents upon vesting of the award. Each dividend equivalent converts into 1 share of New Jersey Resources Corporation (NJR) Common Stock upon vesting.

F2: Represents shares withheld to pay taxes due upon vesting of Performance Share awards.

F3: Total has been adjusted upward by 507 shares to reflect Performance Shares vesting at 121% of target; plus 244 shares for accrued dividend equivalents; and 574.494 for accrued shares through the NJR Dividend Reinvestment Plan. Each dividend equivalent converts into 1 share of common stock upon vesting.

F4: Total has been adjusted upward by 57 shares for accrued dividend equivalents. Each dividend equivalent converts into 1 share of NJR Common Stock upon vesting.

F5: Represents number of Performance Shares, which vested at 99% of the target (plus accrued dividends) after a 36-month period beginning on October 1, 2015, upon certification by the Leadership Development and Compensation Committee of New Jersey Resources Corporation's (NJR) performance versus the applicable performance goals. 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.

F6: Represents number of Performance Shares, which vested at 121% of the target (plus accrued dividends) after a 36-month period beginning on October 1, 2015, upon certification by the Leadership Development and Compensation Committee of NJR's performance versus the applicable performance goals. 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.

F7: Represents first vesting of performance-based restricted stock units (PBRSU) previously granted on November 14, 2017 upon certification by the Leadership Development and Compensation Committee of NJR performance versus the applicable performance goal. PBRSU converted 1 for 1 into shares of NJR Common Stock; the remaining shares will vest in two equal annual installments beginning in November of 2019.