SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Anthony Ann T

(Last)

(First)

(Middle)

1 SOUTH JERSEY PLAZA

(Street)

FOLSOM

08037

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SOUTH JERSEY INDUSTRIES INC [ SJI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2019

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
So.Jersey Ind., Inc. / Common Stock	01/04/2019		F		84.1445⁽¹⁾	D	$0.00	3,074.0197	D
So.Jersey Ind., Inc. / Common Stock	01/04/2019		F		60.9832⁽²⁾	D	$0.00	3,013.0365	D
So.Jersey Ind., Inc. / Common Stock	03/01/2019		M		265⁽³⁾	A	$0.00	3,278.0365	D
So.Jersey Ind., Inc. / Common Stock	03/01/2019		F		87⁽⁴⁾	D	$0.00	3,191.0365	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 (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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0.00	01/02/2017		M		170⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	170	$0.00	170	D
Restricted Stock Units	$0.00	01/02/2018		M		768⁽⁶⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	768	$0.00	938	D
Restricted Stock Units	$0.00	06/07/2018		M		1,021⁽⁷⁾		⁽⁷⁾	⁽⁷⁾	Common Stock	1,021	$0.00	1,959	D
Restricted Stock Units	$0.00	03/01/2019		M			265⁽³⁾	⁽³⁾	⁽³⁾	Common Stock	265	$0.00	1,694	D

Explanation of Responses:

1. Represents shares withheld to cover taxes on the 2016 time-based restricted stock units that vested on January 1, 2019 that was previously reported on a form 4 on January 4, 2019.

2. Represents shares withheld to cover taxes on the 2017 time-based restricted stock units that vested on January 1, 2019 that was previously reported on a form 4 on January 4, 2019.

3. Includes accrued Dividend Equivalent Shares (referred to as "DES", as defined in the Issuer's 2015 Omnibus Equity Compensation Plan) in the amount of 9.5018 shares. The DES were accrued from January 1, 2018 through December 27, 2018.

4. Represents shares withheld to cover taxes on the 2018 time-based restricted stock units that vested on March 1, 2019.

5. The Reporting Person reported the vesting of 169 restricted stock units granted to the Reporting Person on January 1, 2017 in Table I of the Form 4 filed on March 2, 2018, which is approximately one-third of the 509 restricted stock units that were granted to the Reporting Person on January 1, 2017. Such restricted stock units vest equally over a three year period, with the first tranche of 169 restricted stock units having vested on March 1, 2018 and reported on a Form 4 filed on March 15, 2018, the second tranche of 169 restricted stock units having vested on January 1, 2019 and reported on a Form 4 filed on January 4, 2019 and the last tranche of 170 restricted stock units will vest on January 1, 2020.

6. Represents 2018 Annual RSU award issued pursuant to the South Jersey Industries, Inc. 2015 Omnibus Equity Compensation Plan. Subject to certain exceptions, 256 RSUs shall vest on March 1, 2019, 256 RSUs shall vest on January 1, 2020 and 256 RSUs shall vest on January 1, 2021, provided that the reporting person remains employed by the issuer.

7. Represents 2018 Special Recognition Retention Program RSU granted pursuant to the South Jersey Industries, Inc. 2015 Omnibus Equity Compensation Plan. The Reporting Person reported the vesting of 511 restricted stock units granted to the Reporting Person on June 7, 2018 in Table I of the Form 4 filed on June 11, 2018, which is approximately one-third of the 1,532 restricted stock units that were granted to the Reporting Person on June 7, 2018. Such restricted stock units vest over a three year period, with the first tranche of 511 restricted stock units having vested on June 7, 2018 and reported on a Form 4 filed on June 11, 2018 , the second tranche of 511 will vest on June 7, 2019 and the last tranche of 510 restricted stock units will vest on June 7, 2020, provided that the Reporting Person remains employed by the Issuer.

Remarks:

	Ann Anthony	03/05/2019
	** Signature of Reporting Person	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).
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