Sec Form 4 Filing - COLLAWN PATRICIA K @ PNM RESOURCES INC - 2017-03-03

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 COLLAWN PATRICIA K 2. Issuer Name and Ticker or Trading Symbol PNM RESOURCES INC [ PNM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CHAIRMAN, PRESIDENT AND CEO (Last) (First) (Middle) CORPORATE HEADQUARTERS, MS 1275 3. Date of Earliest Transaction (MM/DD/YY) 03/03/2017 (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 ( 1 ) 03/03/2017 A 125,069 A 398,726 D Common Stock ( 2 ) 03/03/2017 F 58,595 D $ 36.3 ( 2 ) 340,131 D Common Stock ( 3 ) 03/04/2017 M 5,530 A 345,661 D Common Stock ( 4 ) 03/04/2017 F 2,591 D $ 36.3 ( 4 ) 343,070 D Common Stock ( 5 ) 03/05/2017 M 4,832 A 347,902 D Common Stock ( 6 ) 03/05/2017 F 2,264 D $ 36.3 ( 6 ) 345,638 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 Restricted Stock Rights ( 7 ) 03/03/2017 A 13,884 ( 8 ) ( 8 ) Common Stock 13,884 $ 0 44,180 D Restricted Stock Rights ( 7 ) 03/04/2017 M 5,530 ( 9 ) ( 9 ) Common Stock 5,530 $ 0 38,650 D Restricted Stock Rights ( 7 ) 03/05/2017 M 4,832 ( 9 ) ( 9 ) Common Stock 4,832 $ 0 33,818 D Phantom Stock Shares ( 10 ) ( 11 ) ( 11 ) Common Stock 75,585 75,585 ( 12 ) I PNM Common Stock Fund - PNM Resources Executive Savings Plan Stock Options ( 13 ) ( 14 ) ( 15 ) Common Stock 184,000 184,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other COLLAWN PATRICIA K CORPORATE HEADQUARTERS MS 1275 ALBUQUERQUE, NM87158-1275 X CHAIRMAN, PRESIDENT AND CEO Signatures /s/ Laurie S. Monfiletto, POA for Patricia K. Collawn 03/07/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The following performance shares were earned as of December 31, 2016 and settled on March 3, 2017: (1) 25,069 shares earned for the 2014-2016 performance period and (2) 100,000 shares earned under a special performance based retention award. ( 2 )Represents shares withheld by PNM Resources, Inc. to satisfy the tax withholding obligations arising in connection with the settlement of the performance share awards 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. ( 3 )Represents the portions of previous awards of restricted stock rights that vested effective as of March 4, 2017. ( 4 )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. ( 5 )Represents the portions of previous awards of restricted stock rights that vested effective as of March 5, 2017. ( 6 )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. ( 7 )Each restricted stock right represents a contingent right to receive one share of PNM Resources, Inc. common stock. ( 8 )The restricted stock units vest in three equal annual installments beginning one year from March 7, 2017. Vested shares will b e 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). ( 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). ( 10 )The security converts to common stock on a one-for-one basis. ( 11 )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. ( 12 )Total represents phantom stock shares of PNM Resources, Inc. Common Stock acquired under the PNM Resources, Inc. Executive Savings Plan II as of February 28, 2017. ( 13 )Based on the closing price on the date of the grant. ( 14 )The options vest in three equal annual installments from grant date. ( 15 )The options expire 10 years from grant date.

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.