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).
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, 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
DOWNES LAURENCE M
  2. Issuer Name and Ticker or Trading Symbol
NEW JERSEY RESOURCES CORP [NJR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last)
(First)
(Middle)
C/O NEW JERSEY RESOURCES CORPORATION, 1415 WYCKOFF ROAD
3. Date of Earliest Transaction (Month/Day/Year)
11/13/2018
(Street)

WALL, NJ 07719
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 11/13/2018   M   17,364 A $ 0 417,378.969 (1) D  
Common Stock 11/13/2018   F   9,176 D $ 47.98 408,202.969 (2) D  
Common Stock 11/13/2018   M   14,585 A $ 0 427,329.969 (3) D  
Common Stock 11/13/2018   F   9,421 D $ 47.98 417,908.969 (2) D  
Common Stock 11/13/2018   M   7,707 A $ 0 425,820.969 (4) D  
Common Stock 11/13/2018   F   3,897 D $ 47.98 421,923.969 (2) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Performance Shares (5) 11/13/2018   M     17,364   (5)   (5) Common Stock 17,364 $ 0 0 D  
Performance Shares (6) 11/13/2018   M     14,585   (6)   (6) Common Stock 14,585 $ 0 0 D  
Performance Shares (7) 11/13/2018   M     7,707   (7)   (7) Common Stock 7,707 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DOWNES LAURENCE M
C/O NEW JERSEY RESOURCES CORPORATION
1415 WYCKOFF ROAD
WALL, NJ 07719
  X     Chairman & CEO  

Signatures

 /s/ Richard Reich, as attorney-in-fact for Laurence M. Downes   11/15/2018
**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) Total has been adjusted downward by 174 shares to reflect Performance Shares vesting at 99% of target. Total also includes accrued dividend equivalents. Each dividend equivalent converts into 1 share of New Jersey Resources Corporation (NJR) Common Stock upon vesting.
(2) Represents shares withheld to pay taxes due upon vesting of Performance Share awards.
(3) Total has been adjusted upward by 3,063 shares to reflect Performance Shares vesting at 121% of target, plus accrued dividend equivalents. Each dividend equivalent converts into 1 share of NJR Common Stock upon vesting.
(4) Total includes accrued dividend equivalents. Each dividend equivalent converts into 1 share of NJR Common Stock upon vesting.
(5) Represents number of Performance Shares, which vested at 99% of the target amount (plus accrued dividends), after a 36-month period beginning on October 1, 2015, upon certification by the Leadership Development and Compensation Committee (LDCC) of New Jersey Resources Corporation's (NJR) performance versus the applicable performance goal. Performance Shares converted 1 for 1 into shares of NJR's Common Stock. There is no purchase or sale price upon vesting of the Performance Shares.
(6) Represents number of Performance Shares, which vested at 121% of the target amount (plus accrued dividends), after a 36-month period beginning on October 1, 2015, upon certification by the Leadership Development and Compensation Committee (LDCC) of New Jersey Resources Corporation's (NJR) performance versus the applicable performance goal. Performance Shares converted 1 for 1 into shares of NJR common stock. There is no purchase or sale price upon vesting of the Performance Shares.
(7) Represents first vesting of performance-based restricted stock units previously granted on November 14, 2017, the remainder of which will vest in two equal annual installments beginning on November 2019. The performance-based restricted stock units will convert 1 for 1 into shares of NJR common stock.

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