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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| 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) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Options | (5) | 03/08/2013 | M | 10,000 | (6) | (7) | Common Stock | 10,000 | $ 23.08 | 24,800 | D | ||||
| Stock Options | (5) | 03/08/2013 | M | 6,800 | (6) | (7) | Common Stock | 6,800 | $ 23.08 | 18,000 | D | ||||
| Phantom Stock Shares | (8) | (9) | (9) | Common Stock | 12,490 | 12,490 (10) | I | PNM Common Stock Fund - PNM Resources Executive Savings Plan | |||||||
| Restricted Stock Rights | (11) | 03/06/2013 | M | 1,323 | (12) | (12) | Common Stock | 1,323 | $ 23.09 | 5,245 (13) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SATEGNA THOMAS G CORPORATE HEADQUARTERS MS 1275 ALBUQUERQUE, NM 87158-1275 |
VP AND CORP CNTRL | |||
| Jim Acosta, POA for Thomas G. Sategna | 03/08/2013 | |
| **Signature of Reporting Person | Date |
| * | 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) | Represents the portion of a previous award of restricted stock rights that vested effective March 6, 2013. |
| (2) | The performance shares were earned as of December 31, 2012, as determined effective February 28, 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) | 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 (2) 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. |
| (5) | Based on the closing price on the date of the grant. |
| (6) | The options vest in three equal annual installments from grant date of issuance. |
| (7) | The options expire 10 years from grant date. |
| (8) | The security converts to common stock on a one-for-one basis. |
| (9) | The phantom stock shares were acquired under the PNM Resources, Inc. Executive Savings Plan, and will settle upon the Reporting Person's retirement or other termination of service. |
| (10) | Total represents phantom stock shares of PNM Resources, Inc. Common Stock acquired under the PNM Resources, Inc. Executive Savings Plan as of March 6, 2013. |
| (11) | Each restricted stock right represents a contingent right to receive one share of PNM Resources, Inc. common stock. |
| (12) | 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 7, 2014. 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). |
| (13) | Includes 2,848 shares covered by unvested restricted stock rights that were previously reported in Table I. |