| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PNM RESOURCES INC [ PNM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/05/2014 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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(1) | 03/05/2014 | M | 2,311 | A | $26.21(1) | 2,311(2) | D | |||
| Common Stock(3) | 03/05/2014 | F | 743.72 | D | $26.21 | 1,567.28 | D | |||
| Common Stock(4) | 03/05/2014 | A | 4,230 | A | $26.21(4) | 5,797.28 | D | |||
| Common Stock(5) | 03/05/2014 | F | 1,361.28 | D | $26.21 | 4,436 | D | |||
| Common Stock | 03/05/2014 | M | 6,000 | A | $24.06(6) | 10,436 | D | |||
| Common Stock | 03/05/2014 | S | 6,000 | D | $26.25 | 4,436 | D | |||
| Common Stock(1) | 03/06/2014 | M | 440 | A | $26.12(1) | 4,876 | D | |||
| Common Stock(3) | 03/06/2014 | F | 142 | D | $26.12 | 4,734 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Options | (6) | 03/05/2014 | M | 6,000 | (7) | (8) | Common Stock | 6,000 | $0 | 12,000 | D | ||||
| Phantom Stock Shares | (9) | (10) | (10) | Common Stock | 12,847 | 12,847(11) | I | PNM Common Stock Fund - PNM Resources Executive Savings Plan | |||||||
| Restricted Stock Rights | (12) | 03/05/2014 | A | 0 | (13) | (13) | Common Stock | 1,194 | $0 | 2,614(14) | D | ||||
| Explanation of Responses: |
| 1. Represents the portion of a previous award of restricted stock rights that vested effective March 5 and 6, 2014. |
| 2. Due to rounding up and the broker's liquidation of a fractional share remaining at the time of settlement of Mr. Sategna's last sale reported on his Form 4 filed March 13, 2013, Mr. Sategna's total holding now reflects a one share reduction from that reported on March 13, 2013. |
| 3. Represents shares withheld by PNM Resources, Inc. to satisfy the tax withholding obligations arising in connection with the vesting of the restricted stock rights referenced in (1) above. The company utilizes a modified "share withholding" approach in connection with settling awards of restricted stock rights upon vesting, in which it (i) withholds (in cash) the amount required to satisfy the 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 vested restricted stock rights award at the prevailing market price. Only these "net shares" are delivered to the recipient of the award. |
| 4. The performance shares were earned as of December 31, 2013, as determined effective February 27, 2014. |
| 5. Represents shares withheld by PNM Resources, Inc. to satisfy the tax withholding obligations arising in connection with the settlement of the performance share award described in (3) above. The company utilizes a modified "share withholding" approach in connection with settling awards of performance shares, in which it (i) withholds (in cash) the amount required to satisfy the 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. |
| 6. Based on the closing price on the date of the grant. |
| 7. The options vest in three equal annual installments from grant date. |
| 8. The options expire 10 years from grant date. |
| 9. The security converts to common stock on a one-for-one basis. |
| 10. The phantom stock shares were acquired under the PNM Resources, Inc. Executive Savings Plan II, and will settle upon the Reporting Person's retirement or other termination of service. |
| 11. 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, 2014. |
| 12. Each restricted stock right represents a contingent right to receive one share of PNM Resources, Inc. common stock. |
| 13. Each restricted stock right represents a contingent right to receive one share of PNM Resources, Inc. common stock. The remaining restricted stock units vest in two equal annual installments, beginning on March 5, 2015. 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). |
| 14. Mr. Sategna's total unvested restricted stock rights was incorrectly reported as 5,245 in his Form 4s filed March 8 and March 13, 2013 when it should have been reported as 4,171 restricted stock rights. However, the previous Form 4s correctly reported all relevant transactions for the restricted stock rights. |
| Remarks: |
| Jim Acosta, POA for Thomas G. Sategna | 03/07/2014 | |
| ** 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). | ||
| 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. | ||