Sec Form 4 Filing - Westhoven Stephen D @ NEW JERSEY RESOURCES CORP - 2018-11-13

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 Westhoven Stephen D 2. Issuer Name and Ticker or Trading Symbol NEW JERSEY RESOURCES CORP [ NJR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & COO (Last) (First) (Middle) C/O NEW JERSEY RESOURCES CORPORATION, 1415 WYCKOFF ROAD 3. Date of Earliest Transaction (MM/DD/YY) 11/13/2018 (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 11/13/2018 M 2,874 A $ 0 135,155.093 ( 1 ) D Common Stock 11/13/2018 F 1,518 D $ 47.98 133,637.093 ( 2 ) D Common Stock 11/13/2018 M 2,414 A $ 0 137,376.587 ( 3 ) D Common Stock 11/13/2018 F 1,559 D $ 47.98 135,817.587 ( 2 ) D Common Stock 11/13/2018 M 2,204 A $ 0 138,078.587 ( 4 ) D Common Stock 11/13/2018 F 1,114 D $ 47.98 136,964.587 ( 2 ) 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 ( 5 ) 11/13/2018 M 2,874 ( 5 ) ( 5 ) Common Stock 2,874 $ 0 0 D Performance Shares ( 6 ) 11/13/2018 M 2,414 ( 6 ) ( 6 ) Common Stock 2,414 $ 0 0 D Performance Shares ( 7 ) 11/13/2018 M 2,204 ( 7 ) ( 7 ) Common Stock 2,204 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Westhoven Stephen D C/O NEW JERSEY RESOURCES CORPORATION 1415 WYCKOFF ROAD WALL, NJ07719 President & COO Signatures /s/ Richard Reich, as attorney-in-fact for Stephen D. Westhoven 11/15/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Total has been adjusted downward by 29 shares to reflect Performance Shares vesting at 99% of target, plus 237 shares for accrued dividend equivalents upon vesting of the award. Each dividend equivalent converts into 1 share of New Jersey Resources Corporation (NJR) Common Stock upon vesting. ( 2 )Represents shares withheld to pay taxes due upon vesting of Performance Share awards. ( 3 )Total has been adjusted upward by 507 shares to reflect Performance Shares vesting at 121% of target; plus 244 shares for accrued dividend equivalents; and 574.494 for accrued shares through the NJR Dividend Reinvestment Plan. Each dividend equivalent converts into 1 share of common stock upon vesting. ( 4 )Total has been adjusted upward by 57 shares for accrued dividend equivalents. Each dividend equivalent converts into 1 share of NJR Common Stock upon vesting. ( 5 )Represents number of Performance Shares, which vested at 99% of the target (plus accrued dividends) after a 36-month period beginning on October 1, 2015, upon certification by the Leadership Development and Compensation Committee of New Jersey Resources Corporation's (NJR) performance versus the applicable performance goals. 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. ( 6 )Represents number of Performance Shares, which vested at 121% of the target (plus accrued dividends) after a 36-month period beginning on October 1, 2015, upon certification by the Leadership Development and Compensation Committee of NJR's performance versus the applicable performance goals. 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. ( 7 )Represents first vesting of performance-based restricted stock units (PBRSU) previously granted on November 14, 2017 upon certification by the Leadership Development and Compensation Committee of NJR performance versus the applicable performance goal. PBRSU converted 1 for 1 into shares of NJR Common Stock; the remaining shares will vest in two equal annual installments beginning in November of 2019.

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

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