National Fuel Gas Co.

09/12/2024 | Press release | Distributed by Public on 09/12/2024 23:28

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Loweth Justin I
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)
Pres - Seneca Resources
(Last) (First) (Middle)
1201 LOUISIANA ST, SUITE 2600 		3. Date of Earliest Transaction (Month/Day/Year)
12/05/2024
(Street)
HOUSTON, TX 77002 		4. If Amendment, Date Original Filed (Month/Day/Year)
 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 12/05/2024 A 8,098 A $ 0 51,797 D
Common Stock 12/05/2024 F 3,187(1) D $62.565 48,610 D
Common Stock 12/05/2024 A 1,492 A $ 0 50,102 D
Common Stock 12/05/2024 F 588(2) D $62.565 49,514 D
Common Stock 12/06/2024 M 4,954 A (3) 54,468 D
Common Stock 12/06/2024 F 1,950(4) D $61.338 52,518 D
Common Stock 10,657(5) I 401K Trust
Common Stock 225 I Held by Spouse
Common Stock 300 I Held by Son
Common Stock 200 I Held by Daughter
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year) 		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 Units (6) 12/05/2024 A 12,262 (7) (7) Common Stock 12,262 $ 0 12,262 D
Restricted Stock Units (6) 12/06/2024 M 4,954 (8) (8) Common Stock 4,954 $ 0 9,910 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Loweth Justin I
1201 LOUISIANA ST
SUITE 2600
HOUSTON, TX 77002 		Pres - Seneca Resources

Signatures

J. P. Baetzhold, Attorney in Fact 12/09/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On December 5, 2024, the reporting person had 3,187 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.
(2) On December 5, 2024, the reporting person had 588 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) Restricted stock units convert into common stock on a one-for-one basis.
(4) On December 6, 2024, the reporting person had 1,950 shares withheld and cancelled in respect of taxes in connection with the vesting of restricted stock units. 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.
(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, 2024, as reported by the plan administrator, divided by the closing price of NFG common stock on that date.
(6) Each restricted stock unit represents a contingent right to receive one share of NFG common stock.
(7) On December 5, 2024, the reporting person was granted 12,262 restricted stock units, vesting as follows: 4,087 on December 5, 2025, 4,087 on December 5, 2026, and 4,088 on December 5, 2027.
(8) On December 6, 2023, the reporting person was granted 14,864 restricted stock units, vesting as follows: 4,954 on December 6, 2024, 4,955 on December 6, 2025, and 4,955 on December 6, 2026.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.