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	OMB APPROVAL	

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3235-0287	

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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 *
CLARK STEPHEN H	

(Last)	
(First)	
(Middle)	

1 SOUTH JERSEY PLAZA	

 	

(Street)
FOLSOM	
NJ	
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)	

Executive Vice President	

	 	
 	3. Date of Earliest Transaction (Month/Day/Year)
01/01/2017	 	 	 	
 	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)	 	
 	 	 	Code	V	Amount	(A) or (D)	Price	 	 	 	 	 	 	
So.Jersey Ind., Inc. / Common Stock	01/02/2019	 	F	 	566.52(1)	D	$0.00	15,806.1992	D	 	 	 	 	
So.Jersey Ind., Inc. / Common Stock	01/02/2019	 	F	 	451.2934(2)	D	$0.00	15,354.9058	D	 	 	 	 	
So.Jersey Ind., Inc. / Common Stock	03/01/2019	 	M	 	1,402(3)	A	$0.00	16,756.9058	D	 	 	 	 	
So.Jersey Ind., Inc. / Common Stock	03/01/2019	 	F	 	428(4)	D	$0.00	16,328.9058	D	 	 	 	 	
So.Jersey Ind., Inc. / Common Stock	 	 	 	 	 	 	 	14,964.4953	I	401k	 	 	 	
So.Jersey Ind., Inc. / Common Stock	 	 	 	 	 	 	 	5,086	I	Spouse	 	 	 	
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)	 	
 	 	 	 	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	 	 	 	 	 	 	 	 	
Restricted Stock Units	$0.00	01/01/2017	 	M	 	1,217(5)	 	(5)	(5)	Common Stock	1,217	$0.00	1,217	D	 	 	 	 	 	
Restricted Stock Units	$0.00	01/01/2018	 	M	 	4,057(6)	 	(6)	(6)	Common Stock	4,057	$0.00	5,274	D	 	 	 	 	 	
Restricted Stock Units	$0.00	03/01/2019	 	M	 	 	1,402(3)	(3)	(3)	Common Stock	1,402	$0.00	3,872	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 50.1814 shares on the first tranche of the 2018 grant of RSUs that vested on March 1, 2019. The DES were accrued from January 1, 2018 through December 27, 2018.	
4. Represents shares withheld for taxes on the 2018 time-based award that vested on March 1, 2019.	
5. The Reporting Person reported the vesting of 1,256 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 3,651 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 1,217 restricted stock units having vested on March 1, 2018 and reported on a Form 4 filed on March 15, 2018, the second tranche of 1,217 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 1,217 restricted stock units will vest on January 1, 2020.	
6. Represents 2018 Annual RSU award granted pursuant to the South Jersey Industries, Inc. 2015 Omnibus Equity Compensation Plan. Subject to certain exceptions, 1,352 RSUs shall vest on March 1, 2019, 1,352 RSUs shall vest on January 1, 2020 and 1,352 RSUs shall vest on January 1, 2021, provided that the reporting person remains employed by the issuer.	
Remarks:	
 	
 	Stephen Clark	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).	
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.	
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