Sec Form 4 Filing - DOWNES LAURENCE M @ NEW JERSEY RESOURCES CORP - 2017-11-14

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 DOWNES LAURENCE M 2. Issuer Name and Ticker or Trading Symbol NEW JERSEY RESOURCES CORP [ NJR] 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 & CEO (Last) (First) (Middle) C/O NEW JERSEY RESOURCES CORPORATION, 1415 WYCKOFF ROAD 3. Date of Earliest Transaction (MM/DD/YY) 11/14/2017 (Street) WALL, NJ07719 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 11/14/2017 M 19,422 A $ 0 407,539.451 ( 1 ) D Common Stock 11/14/2017 F 10,071 D $ 45 397,468.451 D Common Stock 11/14/2017 M 17,901 A $ 0 415,369.451 ( 2 ) D Common Stock 11/14/2017 F 9,282 D $ 45 406,087.451 D Common Stock 11/14/2017 M 8,941 A $ 0 415,028.451 ( 3 ) D Common Stock 11/14/2017 F 4,636 D $ 45 410,392.451 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 Performance Shares ( 1 ) 11/14/2017 M 19,422 ( 1 ) ( 1 ) Common Stock 19,422 ( 4 ) $ 0 0 D Performance Shares ( 2 ) 11/14/2017 M 17,901 ( 2 ) ( 2 ) Common Stock 17,901 ( 4 ) $ 0 0 D Performance Shares ( 5 ) 11/14/2017 A 17,814 ( 5 ) ( 5 ) Common Stock 17,814 $ 0 17,814 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DOWNES LAURENCE M C/O NEW JERSEY RESOURCES CORPORATION 1415 WYCKOFF ROAD WALL, NJ07719 X Chairman, President & CEO Signatures /s/ Richard Reich, as attorney-in-fact for Laurence M. Downes 11/17/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents number of Performance Shares, which vested at 108.44% of the target amount (plus accrued dividends), after a 36-month period beginning on October 1, 2014, upon certification by the Leadership Development and Compensation Committee (LDCC) of the Board of Directors of New Jersey Resources Corporation (NJR) of NJR's performance versus the applicable performance goal. Performance Shares converted 1 for 1 into shares of NJR common stock. There is no purchase or sale price upon vesting of the Performance Shares. ( 2 )Represents number of Performance Shares, which vested at 119% of the target amount (plus accrued dividends), after a 36-month period beginning on October 1, 2014, upon certification by the Leadership Development and Compensation Committee (LDCC) of the Board of Directors of New Jersey Resources Corporation (NJR) of NJR's performance versus the applicable performance goal. Performance Shares converted 1 for 1 into shares of NJR common stock. There is no purchase or sale price upon vesting of the Performance Shares. ( 3 )Represents 33% of the shares of performance-based restricted stock unit award previously granted on November 15, 2016 plus accrued dividends, which vested on November 14, 2017, upon certification by the Leadership Development and Compensation Committee (LDCC) of the Board of Directors of New Jersey Resources Corporation (NJR) of NJR's performance versus the applicable performance goals. The Performance-based restricted stock units converted 1 for 1 into shares of NJR common stock. There is no purchase or sale price upon the vesting of the shares of performance-based restricted stock. ( 4 )Total reflects a 2 for 1 stock split on March 3, 2015. ( 5 )Represents remaining number of performance-based restricted stock units previously granted on November 15, 2016, which will vest in two equal annual installments beginning on November 14, 2018. The performance-based restricted stock units will convert 1 for 1 into shares of NJR common stock.

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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