Sec Form 4 Filing - Eldred Charles N @ PNM RESOURCES INC - 2014-03-07

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Eldred Charles N 2. Issuer Name and Ticker or Trading Symbol PNM RESOURCES INC [ PNM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EXEC VP, CFO (Last) (First) (Middle) CORPORATE HEADQUARTERS, MS 1275 3. Date of Earliest Transaction (MM/DD/YY) 03/07/2014 (Street) ALBUQUERQUE, NM87158-1275 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/07/2014 S 1,040.64 D $ 25.97 0 ( 1 ) I PNMR Common Stock Fund - PNM Resources, Inc. 401(k) Plan Common Stock 71,809 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Options ( 2 ) ( 3 ) ( 4 ) Common Stock 40,004 40,004 D Phantom Stock Shares ( 5 ) ( 6 ) ( 6 ) Common Stock 6,337 6,337 ( 7 ) I PNMR Common Stock Fund - PNM Resources Executive Savings Plan Restricted Stock Rights ( 8 ) ( 9 ) ( 9 ) Common Stock 10,601 10,601 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Eldred Charles N CORPORATE HEADQUARTERS MS 1275 ALBUQUERQUE, NM87158-1275 EXEC VP, CFO Signatures Jim Acosta, POA for Charles N. Eldred 03/10/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Total represents shares of PNM Resources, Inc. Common Stock acquired under the PNM Resources, Inc. 401(k) Plan as of February 28, 2014. ( 2 )Based on the closing price on the date of the grant. ( 3 )The options vest in three equal annual installments from grant date. ( 4 )The options expire 10 years from grant date. ( 5 )The security converts to common stock on a one-for-one basis. ( 6 )The phantom stock shares were acquired under the PNM Resources, Inc. Executive Savings Plan, and will settle upon the Reporting Person's retirement or other termination of service. ( 7 )Total represents phantom stock shares of PNM Resources, Inc. acquired under the PNM Resources, Inc. Executive Savings Plan II as of February 28, 2014. ( 8 )Each restricted stock right represents a contingent right to receive one share of PNM Resources, Inc. common stock. ( 9 )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).

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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