NISOURCE INC. — Director's Dealing 2018

Jan 29, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NISOURCE INC/DE (NI)
CIK: 0001111711
Period of Report: 2018-01-25

Reporting Person: Hightman Carrie J (EVP & Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-25	Common Stock	A	4587	$24.42	Acquired	344336	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11477.3697	Indirect

Footnotes

F1: Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Company's common stock pursuant to the NiSource Inc. 2010 Omnibus Incentive Plan. Subject to certain forfeiture conditions, the RSUs will 100% vest on February 26, 2021 provided that the reporting person is continuously employed by the Company through and including that date.

F2: This figure has been reduced by (1) 35,697 shares underlying the performance share units ("PSUs") granted to the reporting person on January 29, 2016, and (2) 33,753 shares underlying the PSUs granted to the reporting person on January 26, 2017. These PSUs were previously reported on Forms 4 as beneficially owned by the reporting person. However, the vesting of these PSUs is subject to the satisfaction and confirmation of performance measures not based solely on the market price of the Common Stock. As such, the reporting person may not be deemed to beneficially own these PSUs until the performance measures are satisfied and confirmed.

F3: Constitutes shares acquired though the NiSource Inc. Retirement Savings Plan through January 25, 2018.