TXNM ENERGY INC — Director's Dealing 2017

Mar 7, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PNM RESOURCES INC (PNM)
CIK: 0001108426
Period of Report: 2017-03-03

Reporting Person: Apodaca Patrick V (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-03	Common Stock	A	4167.00	—	Acquired	60126.00	Direct
2017-03-03	Common Stock	F	1953.00	$36.30	Disposed	58173.00	Direct
2017-03-04	Common Stock	M	961.00	—	Acquired	59134.00	Direct
2017-03-04	Common Stock	F	451.00	$36.30	Disposed	58683.00	Direct
2017-03-05	Common Stock	M	992.00	—	Acquired	59675.00	Direct
2017-03-05	Common Stock	F	465.00	$36.30	Disposed	59210.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-03	Restricted Stock Rights	$	M	961.00	Disposed		Common Stock (961.00)	Direct
2017-03-05	Restricted Stock Rights	$	M	992.00	Disposed		Common Stock (992.00)	Direct
2017-03-03	Restricted Stock Rights	$	A	2371.00	Acquired		Common Stock (2371.00)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$		Common Stock (5333.00)	5333.00	Direct

Footnotes

F1: The performance shares were earned as of December 31, 2016 for the 2014-2016 performance period, and settled on March 3, 2017.

F2: Represents shares withheld by PNM Resources, Inc. to satisfy the tax withholding obligations arising in connection with the settlement of the performance share award described in (1) above. The company utilizes a modified "share withholding" approach in connection with settling awards of performance shares, in which it (i) withholds (in cash) an amount to satisfy tax withholding obligations and remits such amount to the relevant tax authorities, and (ii) directs a designated broker to purchase on the open market the number of shares of the company's common stock that can be acquired with the after-tax value of the performance share award at the prevailing market price. Only these "net shares" are delivered to the recipient of the performance share award.

F3: Represents the portions of previous awards of restricted stock rights that vested effective as of March 4, 2017.

F4: Represents shares withheld by PNM Resources, Inc. to satisfy the tax withholding obligations arising in connection with the vesting and settlement of the restricted stock rights award described in (3) above. The company utilizes a modified "share withholding" approach in connection with settling awards of restricted stock rights, in which it (i) withholds (in cash) an amount to satisfy tax withholding obligations and remits such amount to the relevant tax authorities, and (ii) directs a designated broker to purchase on the open market the number of shares of the company's common stock that can be acquired with the after-tax value of the restricted stock right award at the prevailing market price. Only these "net shares" are delivered to the recipient of the vested restricted stock rights award.

F5: Represents the portions of previous awards of restricted stock rights that vested effective as of March 5, 2017.

F6: Represents shares withheld by PNM Resources, Inc. to satisfy the tax withholding obligations arising in connection with the vesting and settlement of the restricted stock rights award described in (5) above. The company utilizes a modified "share withholding" approach in connection with settling awards of restricted stock rights, in which it (i) withholds (in cash) an amount to satisfy tax withholding obligations and remits such amount to the relevant tax authorities, and (ii) directs a designated broker to purchase on the open market the number of shares of the company's common stock that can be acquired with the after-tax value of the restricted stock right award at the prevailing market price. Only these "net shares" are delivered to the recipient of the vested restricted stock rights award.

F7: Each restricted stock right represents a contingent right to receive one share of PNM Resources, Inc. common stock.

F8: The restricted stock units vest in three equal annual installments. Vested shares will be delivered to the reporting person on the applicable vesting dates (or, if the company is in a blackout period under its insider trading policy on any vesting date, at a later date after such blackout period ends).

F9: The restricted stock units vest in three equal annual installments beginning one year from March 7, 2017. Vested shares will be delivered to the reporting person on the applicable vesting dates (or, if the company is in a blackout period under its insider trading policy on any vesting date, at a later date after such blackout period ends).

F10: Based on the closing price on the date of the grant.

F11: The options vest in three equal annual installments from grant date.

F12: The options expire 10 years from grant date.