Sec Form 4 Filing - KRAEMER RONALD C @ NATIONAL FUEL GAS CO - 2023-12-06

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
KRAEMER RONALD C
2. Issuer Name and Ticker or Trading Symbol
NATIONAL FUEL GAS CO [ NFG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last) (First) (Middle)
6363 MAIN STREET
3. Date of Earliest Transaction (MM/DD/YY)
12/06/2023
(Street)
WILLIAMSVILLE, NY14221
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 01/13/2023 J V 7 ( 1 ) A $ 61.613 46,015 D
Common Stock 04/14/2023 J V 8 ( 1 ) A $ 56.029 46,023 D
Common Stock 07/14/2023 J V 9 ( 1 ) A $ 50.872 46,032 D
Common Stock 10/13/2023 J V 8 ( 1 ) A $ 54.132 46,040 D
Common Stock 12/06/2023 A 16,788 A $ 0 62,828 D
Common Stock 12/06/2023 F 596 ( 2 ) D $ 50.325 62,232 D
Common Stock 12/06/2023 A 8,814 A $ 0 71,046 D
Common Stock 12/06/2023 F 313 ( 3 ) D $ 50.325 70,733 D
Common Stock 12/06/2023 D 24,693 D 46,040 D
Common Stock 18,425 ( 5 ) I 401K Trust
Common Stock 4,286 ( 6 ) I ESOP Trust
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
Deferred Stock Units ( 7 ) ( 8 ) 01/13/2023 J V 146 ( 9 ) ( 9 ) Common Stock 146 $ 61.8 19,181 D
Deferred Stock Units ( 7 ) ( 8 ) 04/14/2023 J V 162 ( 9 ) ( 9 ) Common Stock 162 $ 56.11 19,343 D
Deferred Stock Units ( 7 ) ( 8 ) 07/14/2023 J V 189 ( 9 ) ( 9 ) Common Stock 189 $ 50.61 19,532 D
Deferred Stock Units ( 7 ) ( 8 ) 10/13/2023 J V 180 ( 9 ) ( 9 ) Common Stock 180 $ 53.91 19,712 D
Deferred Stock Units ( 8 ) 12/06/2023 A 24,693 ( 9 ) ( 9 ) Common Stock 24,693 ( 4 ) 44,405 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KRAEMER RONALD C
6363 MAIN STREET
WILLIAMSVILLE, NY14221
Chief Operating Officer
Signatures
J.P. Baetzhold, Attorney in Fact 12/08/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Acquired through dividend reinvestment plan, exempt under Rule 16a-11.
( 2 )On December 6, 2023, the reporting person had 596 shares withheld and cancelled in respect of taxes in connection with the vesting of performance shares. These share cancellations are shown on Table I as dispositions (Transaction Code "D" in Column 4), although none of these cancelled shares were sold into the market, as indicated by Transaction Code "F" in Column 3.
( 3 )On December 6, 2023, the reporting person had 313 shares withheld and cancelled in respect of taxes in connection with the vesting of performance shares. These share cancellations are shown on Table I as dispositions (Transaction Code "D" in Column 4), although none of these cancelled shares were sold into the market, as indicated by Transaction Code "F" in Column 3.
( 4 )In connection with the vesting on December 6, 2023 of performance shares previously granted to the reporting person, the reporting person's receipt of 24,693 shares of common stock was deferred, resulting in the reporting person's receipt instead of 24,693 deferred stock units pursuant to National Fuel Gas Company's deferred compensation plan. The reporting person is therefore reporting the disposition of 24,693 shares of common stock in exchange for an equal number of deferred stock units.
( 5 )The NFG stock fund under the NFG 401(k) plan is denominated in units, representing ownership interests in a fund that includes both NFG common stock and a reserve of cash. The information reported represents the dollar value of the reporting person's balance in the NFG stock fund as of December 6, 2023, as reported by the plan administrator, divided by the closing price of NFG common stock on that date.
( 6 )The NFG employee stock ownership plan is denominated in units, representing ownership interests in a fund that includes both NFG common stock and a reserve of cash. The information reported represents the dollar value of the reporting person's balance in the ESOP as of December 6, 2023, as reported by the plan administrator, divided by the closing price of NFG common stock on that date.
( 7 )Acquired through dividend reinvestment feature of the National Fuel Gas Company Deferred Compensation Plan for Directors and Officers, exempt under Rule 16a-11.
( 8 )Each deferred stock unit is the economic equivalent of one share of common stock.
( 9 )The deferred stock units become payable, in shares of common stock, after the reporting person's termination of service, pursuant to the reporting person's distribution election under National Fuel Gas Company's Deferred Compensation Plan for Directors and Officers.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.