pr13da11-national_newmtn.htm
 
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
(Amendment No. 11)*
 
Under the Securities Exchange Act of 1934
 
NATIONAL FUEL GAS COMPANY
(Name of Issuer)
 
Common Stock, par value $1 per share
(Title of Class of Securities)
 
636180101
(CUSIP Number)
 
Steven B. Klinsky
New Mountain Vantage, L.P.
787 Seventh Avenue, 49th Floor
New York, NY  10019
(212) 720-0300
 
Copies to:

Paul Reinstein
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, NY  10004-1980
(212) 859-8000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
 
March 1, 2010
(Date of Event Which Requires Filing of This Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: [   ]
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
SCHEDULE 13D
 
CUSIP No. 636180101
  
Page 2 of 25 Pages
 
1
  
NAME OF REPORTING PERSON
New Mountain Vantage GP, L.L.C.
2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                            (a)  [ x ]
                                       (b)  [   ]
3
  
SEC USE ONLY
 
4
  
SOURCE OF FUNDS
AF
5
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)                                                                                                                     [   ]
6
  
CITIZENSHIP OR PLACE ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
7
  SOLE VOTING POWER
  0
8
  SHARED VOTING POWER
  5,656,364
9
  SOLE DISPOSITIVE POWER
  0
10
  SHARED DISPOSITIVE POWER
  5,656,364
11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    5,656,364
12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES        [   ]
 
13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
    7.0%
14
    TYPE OF REPORTING PERSON
    OO
 
 
 
SCHEDULE 13D
 
CUSIP No. 636180101
  
Page 3 of 25 Pages
 
1
  
NAME OF REPORTING PERSON
New Mountain Vantage, L.P.
2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                            (a)  [ x ]
                                       (b)  [   ]
3
  
SEC USE ONLY
 
4
  
SOURCE OF FUNDS
WC
5
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)                                                                                                                     [   ]
6
  
CITIZENSHIP OR PLACE ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
7
  SOLE VOTING POWER
  0
8
  SHARED VOTING POWER
  952,998
9
  SOLE DISPOSITIVE POWER
  0
10
  SHARED DISPOSITIVE POWER
  952,998
11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    952,998
12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES        [   ]
 
13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
    1.2%
14
    TYPE OF REPORTING PERSON
    PN
 
 
 
SCHEDULE 13D
 
CUSIP No. 636180101
  
Page 4 of 25 Pages
 
1
  
NAME OF REPORTING PERSON
New Mountain Vantage (California), L.P.
2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                            (a)  [ x ]
                                       (b)  [   ]
3
  
SEC USE ONLY
 
4
  
SOURCE OF FUNDS
WC
5
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)                                                                                                                     [   ]
6
  
CITIZENSHIP OR PLACE ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
7
  SOLE VOTING POWER
  0
8
  SHARED VOTING POWER
  607,152
9
  SOLE DISPOSITIVE POWER
  0
10
  SHARED DISPOSITIVE POWER
  607,152
11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    607,152
12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES        [   ]
 
13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
    0.7%
14
    TYPE OF REPORTING PERSON
    PN
 
 
 
SCHEDULE 13D
 
CUSIP No. 636180101
  
Page 5 of 25 Pages
 
1
  
NAME OF REPORTING PERSON
New Mountain Vantage (California) II, L.P.
2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                            (a)  [ x ]
                                       (b)  [   ]
3
  
SEC USE ONLY
 
4
  
SOURCE OF FUNDS
WC
5
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)                                                                                                                     [   ]
6
  
CITIZENSHIP OR PLACE ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
7
  SOLE VOTING POWER
  0
8
  SHARED VOTING POWER
  1,967,446
9
  SOLE DISPOSITIVE POWER
  0
10
  SHARED DISPOSITIVE POWER
  1,967,446
11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    1,967,446
12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES        [   ]
 
13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
    2.4%
14
    TYPE OF REPORTING PERSON
    PN
 
 
 
SCHEDULE 13D
 
CUSIP No. 636180101
  
Page 6 of 25 Pages
 
1
  
NAME OF REPORTING PERSON
New Mountain Vantage LO, L.P.
2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                            (a)  [ x ]
                                       (b)  [   ]
3
  
SEC USE ONLY
 
4
  
SOURCE OF FUNDS
WC
5
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)                                                                                                                     [   ]
6
  
CITIZENSHIP OR PLACE ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
7
  SOLE VOTING POWER
  0
8
  SHARED VOTING POWER
  13,757
9
  SOLE DISPOSITIVE POWER
  0
10
  SHARED DISPOSITIVE POWER
  13,757
11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    13,757
12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES        [   ]
 
13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
    Less than 0.1%
14
    TYPE OF REPORTING PERSON
    PN
 
 
 
SCHEDULE 13D
 
CUSIP No. 636180101
  
Page 7 of 25 Pages
 
1
  
NAME OF REPORTING PERSON
New Mountain Vantage Advisers, L.L.C.
2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                            (a)  [ x ]
                                       (b)  [   ]
3
  
SEC USE ONLY
 
4
  
SOURCE OF FUNDS
AF
5
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)                                                                                                                     [   ]
6
  
CITIZENSHIP OR PLACE ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
7
  SOLE VOTING POWER
  0
8
  SHARED VOTING POWER
  3,650,273
9
  SOLE DISPOSITIVE POWER
  0
10
  SHARED DISPOSITIVE POWER
  3,650,273
11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    3,650,273
12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES        [   ]
 
13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
    4.5%
14
    TYPE OF REPORTING PERSON
    OO
 
 
 
SCHEDULE 13D
 
CUSIP No. 636180101
  
Page 8 of 25 Pages
 
1
  
NAME OF REPORTING PERSON
New Mountain Vantage (Cayman) Ltd.
2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                            (a)  [ x ]
                                       (b)  [   ]
3
  
SEC USE ONLY
 
4
  
SOURCE OF FUNDS
AF
5
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)                                                                                                                     [   ]
6
  
CITIZENSHIP OR PLACE ORGANIZATION
Cayman Islands
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
7
  SOLE VOTING POWER
  0
8
  SHARED VOTING POWER
  108,920
9
  SOLE DISPOSITIVE POWER
  0
10
  SHARED DISPOSITIVE POWER
  108,920
11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    108,920
12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES        [   ]
 
13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
    0.1%
14
    TYPE OF REPORTING PERSON
    CO
 
 
 
SCHEDULE 13D
 
CUSIP No. 636180101
  
Page 9 of 25 Pages
 
1
  
NAME OF REPORTING PERSON
New Mountain Vantage HoldCo Ltd.
2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                            (a)  [ x ]
                                       (b)  [   ]
3
  
SEC USE ONLY
 
4
  
SOURCE OF FUNDS
AF
5
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)                                                                                                                     [   ]
6
  
CITIZENSHIP OR PLACE ORGANIZATION
Cayman Islands
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
7
  SOLE VOTING POWER
  0
8
  SHARED VOTING POWER
  108,920
9
  SOLE DISPOSITIVE POWER
  0
10
  SHARED DISPOSITIVE POWER
  108,920
11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    108,920
12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES        [   ]
 
13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
    0.1%
14
    TYPE OF REPORTING PERSON
    CO
 
 
 
SCHEDULE 13D
 
CUSIP No. 636180101
  
Page 10 of 25 Pages
 
1
  
NAME OF REPORTING PERSON
Steven B. Klinsky
2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                            (a)  [ x ]
                                       (b)  [   ]
3
  
SEC USE ONLY
 
4
  
SOURCE OF FUNDS
AF, PF
5
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)                                                                                                                     [   ]
6
  
CITIZENSHIP OR PLACE ORGANIZATION
United States of America
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
7
  SOLE VOTING POWER
  0
8
  SHARED VOTING POWER
  5,765,284
9
  SOLE DISPOSITIVE POWER
  0
10
  SHARED DISPOSITIVE POWER
  5,765,284
11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    5,765,284
12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES        [   ]
 
13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
    7.1%
14
    TYPE OF REPORTING PERSON
    IN
 
 
 
SCHEDULE 13D
 
CUSIP No. 636180101
  
Page 11 of 25 Pages
 
1
  
NAME OF REPORTING PERSON
F. Fox Benton, III
2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                            (a)  [ x ]
                                       (b)  [   ]
3
  
SEC USE ONLY
 
4
  
SOURCE OF FUNDS
AF, PF
5
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)                                                                                                                     [   ]
6
  
CITIZENSHIP OR PLACE ORGANIZATION
United States of America
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
7
  SOLE VOTING POWER
  100
8
  SHARED VOTING POWER
  5,000
9
  SOLE DISPOSITIVE POWER
  100
10
  SHARED DISPOSITIVE POWER
  5,000
11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    5,100
12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES        [   ]
 
13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
    Less than 0.1%
14
    TYPE OF REPORTING PERSON
    IN
 
 
 
SCHEDULE 13D
 
CUSIP No. 636180101
  
Page 12 of 25 Pages
 
1
  
NAME OF REPORTING PERSON
David M. DiDomenico
2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                            (a)  [ x ]
                                       (b)  [   ]
3
  
SEC USE ONLY
 
4
  
SOURCE OF FUNDS
PF
5
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)                                                                                                                     [   ]
6
  
CITIZENSHIP OR PLACE ORGANIZATION
United States of America
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
7
  SOLE VOTING POWER
  100
8
  SHARED VOTING POWER
  0
9
  SOLE DISPOSITIVE POWER
  100
10
  SHARED DISPOSITIVE POWER
  0
11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    100
12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES        [   ]
 
13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
    Less than 0.1%
14
    TYPE OF REPORTING PERSON
    IN
 
 
 
SCHEDULE 13D
 
CUSIP No. 636180101
  
Page 13 of 25 Pages
 
1
  
NAME OF REPORTING PERSON
Frederic V. Salerno
2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                            (a)  [ x ]
                                       (b)  [   ]
3
  
SEC USE ONLY
 
4
  
SOURCE OF FUNDS
PF
5
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)                                                                                                                     [   ]
6
  
CITIZENSHIP OR PLACE ORGANIZATION
United States of America
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
7
  SOLE VOTING POWER
  965
8
  SHARED VOTING POWER
  0
9
  SOLE DISPOSITIVE POWER
  965
10
  SHARED DISPOSITIVE POWER
  0
11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    965
12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES        [   ]
 
13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
    Less than 0.1%
14
    TYPE OF REPORTING PERSON
    IN
 
 
 
SCHEDULE 13D
 
CUSIP No. 636180101
  
Page 14 of 25 Pages
 
1
  
NAME OF REPORTING PERSON
NMV Special Holdings, LLC
2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                            (a)  [ x ]
                                       (b)  [   ]
3
  
SEC USE ONLY
 
4
  
SOURCE OF FUNDS
WC
5
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)                                                                                                                     [   ]
6
  
CITIZENSHIP OR PLACE ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
7
  SOLE VOTING POWER
  0
8
  SHARED VOTING POWER
  2,115,011
9
  SOLE DISPOSITIVE POWER
  0
10
  SHARED DISPOSITIVE POWER
  2,115,011
11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    2,115,011
12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES        [   ]
 
13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
    2.6%
14
    TYPE OF REPORTING PERSON
    OO
 
 
 
SCHEDULE 13D
 
CUSIP No. 636180101
  
Page 15 of 25 Pages
 
1
  
NAME OF REPORTING PERSON
California Public Employees’ Retirement System
2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                            (a)  [ x ]
                                       (b)  [   ]
3
  
SEC USE ONLY
 
4
  
SOURCE OF FUNDS
WC
5
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)                                                                                                                     [   ]
6
  
CITIZENSHIP OR PLACE ORGANIZATION
United States of America
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
7
  SOLE VOTING POWER
  195,490
8
  SHARED VOTING POWER
  2,115,011
9
  SOLE DISPOSITIVE POWER
  195,490
10
  SHARED DISPOSITIVE POWER
  2,115,011
11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    2,310,501
12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES        [   ]
 
13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
    2.8%
14
    TYPE OF REPORTING PERSON
    EP
 
 
 
This Amendment No. 11, filed by New Mountain Vantage GP, L.L.C., a Delaware limited liability company (“Vantage GP”), New Mountain Vantage, L.P., a Delaware limited partnership (“NMV”), New Mountain Vantage (California), L.P., a Delaware limited partnership (“NMVC”), New Mountain Vantage (California) II, L.P., a Delaware limited partnership (“NMVC II”), New Mountain Vantage LO, L.P., a Delaware limited partnership (“NMVLO”), New Mountain Vantage Advisers, L.L.C., a Delaware limited liability company (“NMV Advisers”), New Mountain Vantage (Cayman) Ltd., a Cayman Islands exempt limited company (“NMV Offshore”), New Mountain Vantage HoldCo Ltd., a Cayman Islands exempt limited company (“NMV Offshore HoldCo”), Mr. Steven B. Klinsky, Mr. F. Fox Benton, III, Mr. David M. DiDomenico, Mr. Frederic V. Salerno (collectively, the “NMV Entities”), NMV Special Holdings, LLC, a Delaware limited liability company (“NMVSH”), and the California Public Employees’ Retirement System, a unit of the California State and Consumer Services Agency charged with oversight of the Public Employees’ Retirement Fund (“CalPERS”) (NMV Entities, NMVSH and CalPERS, collectively, the “Reporting Persons”), amends the Schedule 13D (the “Schedule 13D”) filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on October 30, 2006, as amended, relating to the common stock, par value $1 per share (“Common Stock”), of National Fuel Gas Company, a New Jersey corporation (the “Issuer”).1
 
ITEM 2.                      IDENTITY AND BACKGROUND
 
Item 2 of the Schedule 13D is hereby amended to add the following:
 
On January 26, 2010, New Mountain Vantage (Texas), L.P.  changed its name to New Mountain Vantage LO, L.P.
 
ITEM 3.                      SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
 
Item 3 of the Schedule 13D is hereby amended to add the following:
 
The aggregate purchase price of the 67,100 shares of Common Stock acquired by NMVC, as described in Item 5(c), is $3,355,000 and the aggregate purchase price of the 185,418 shares of Common Stock acquired by NMVC II, as described in Item 5(c), is $9,270,900.  The shares of Common Stock acquired by NMVC and NMVC II were acquired with working capital.
 
Mr. Salerno has become the beneficial owner of 400 shares of Common Stock through a quarterly grant under the National Fuel Gas Company Retainer Policy for Non-Employee Directors.
 
ITEM 5.                      INTEREST IN SECURITIES OF THE ISSUER
 
Item 5 is hereby amended and restated in its entirety as follows:
 
(a).  The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 81,136,115 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of February 23, 2010, as reported in the Issuer’s Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission on February 24, 2010.
 
As of the close of business on March 1, 2010, as described below, the Reporting Persons may be deemed to beneficially own an aggregate of 5,966,939 shares of Common Stock representing, in the aggregate, approximately 7.4% of the issued and outstanding shares of Common Stock.
 
As of the close of business on March 1, 2010, Mr. Klinsky may be deemed to beneficially own an aggregate of 5,765,284 shares of Common Stock that may be deemed to be beneficially owned by NMV, NMVC, NMVC II, NMVLO, NMV Offshore and NMVSH representing, in the aggregate, approximately 7.1% of the issued and outstanding shares of Common Stock.  Mr. Klinsky disclaims beneficial ownership of the shares of Common Stock beneficially owned by NMV, NMVC, NMVC II, NMVLO, NMV Offshore and NMVSH, to the extent that partnership interests or limited liability company interests in NMV, NMVC, NMVC II, NMVLO, NMV Offshore and NMVSH are held by persons other than Mr. Klinsky.
 
As of the close of business on March 1, 2010, NMV Advisers may be deemed to beneficially own an aggregate of 3,650,273 shares of Common Stock that may be deemed to be beneficially owned by NMV, NMVC, NMVC II, NMVLO and NMV Offshore representing, in the aggregate, approximately 4.5% of the issued and outstanding shares of Common Stock.  NMV Advisers disclaims beneficial ownership of the shares of Common Stock beneficially owned by NMV, NMVC, NMVC II, NMVLO and NMV Offshore, to the extent that partnership interests in NMV, NMVC, NMVC II, NMVLO and NMV Offshore are held by persons other than NMV Advisers.
 
As of the close of business on March 1, 2010, Vantage GP may be deemed to beneficially own an aggregate of 5,656,364 shares of Common Stock that may be deemed to be beneficially owned by NMV, NMVC, NMVC II, NMVLO and NMVSH representing, in the aggregate, approximately 7.0% of the issued and outstanding shares of Common Stock.  Vantage GP disclaims beneficial ownership of the shares of Common Stock beneficially owned by NMV, NMVC, NMVC II, NMVLO and NMVSH to the extent that partnership interests or limited liability company interests in NMV, NMVC, NMVC II, NMVLO and NMVSH are held by persons other than Vantage GP.
 
As of the close of business on March 1, 2010, NMV Offshore may be deemed to beneficially own an aggregate of 108,920 shares of Common Stock that may be deemed to be beneficially owned by NMV Offshore HoldCo, representing approximately 0.1% of the issued and outstanding shares of Common Stock.
 
As of the close of business on March 1, 2010, (i) NMV may be deemed to beneficially own an aggregate of 952,998 shares of Common Stock, representing approximately 1.2% of the issued and outstanding shares of Common Stock, (ii) NMVC may be deemed to beneficially own an aggregate of 607,152 shares of Common Stock, representing approximately 0.7% of the issued and outstanding shares of Common Stock, (iii) NMVC II may be deemed to beneficially own an aggregate of 1,967,446 shares of Common Stock, representing approximately 2.4% of the issued and outstanding shares of Common Stock, (iv) NMVLO may be deemed to beneficially own an aggregate of 13,757 shares of Common Stock, representing less than 0.1%  of the issued and outstanding shares of Common Stock and (v) NMV Offshore HoldCo may be deemed to beneficially own an aggregate of 108,920 shares of Common Stock, representing approximately 0.1% of the issued and outstanding shares of Common Stock.
 
As of the close of business on March 1, 2010, NMVSH may be deemed to beneficially own an aggregate of 2,115,011 shares of Common Stock, representing approximately 2.6% of the issued and outstanding shares of Common Stock.
 
As of the close of business on March 1, 2010, CalPERS may be deemed to beneficially own an aggregate of 2,310,501 shares of Common Stock that may be deemed to be beneficially owned by NMVSH and by CalPERS, representing approximately 2.8% of the issued and outstanding shares of Common Stock.  CalPERS disclaims beneficial ownership of the shares of Common Stock beneficially owned by NMVSH to the extent that membership interests in NMVSH are held by persons other than CalPERS.
 
As of the close of business on March 1, 2010 Mr. Benton may be deemed to beneficially own 100 shares of Common Stock and an additional 5,000 shares of Common Stock that may be deemed to be beneficially owned by Moreno Energy.  These 5,100 shares of Common Stock represent less than 0.1% of the issued and outstanding shares of Common Stock.
 
As of the close of business on March 1, 2010, Mr. DiDomenico may be deemed to beneficially own an aggregate of 100 shares of Common Stock, representing less than 0.1% of the issued and outstanding shares of Common Stock.
 
As of the close of business on March 1, 2010, Mr. Salerno may be deemed to beneficially own an aggregate of 965 shares of Common Stock, representing less than 0.1% of the issued and outstanding shares of Common Stock.
 
(b).  Except as set forth below, each Reporting Person may be deemed to share the power to vote or direct the vote and to dispose or to direct the disposition of the shares of Common Stock that the Reporting Person may be deemed to beneficially own as described above.  CalPERS may be deemed to have the sole power to vote or direct the vote and to dispose or to direct the disposition of the 195,490 shares of Common Stock that CalPERS owns directly.  Mr. Benton and Mr. DiDomenico may each be deemed to have the sole power to vote or direct the vote and to dispose or to direct the disposition of the 100 shares of Common Stock that they each own directly, Mr. Salerno may be deemed to have the sole power to vote or direct the vote and to dispose or to direct the disposition of the 965 shares of Common Stock that Mr. Salerno owns directly, and Mr. Benton may be deemed to share the power to vote or direct the vote and to dispose or to direct the disposition of the 5,000 shares of Common Stock that may be deemed to be beneficially owned by Moreno Energy.
 
(c).  During the past sixty days, Mr. Salerno has obtained beneficial ownership of 400 shares of Common Stock through a quarterly grant under the National Fuel Gas Company Retainer Policy for Non-Employee Directors. In addition, (A) on December 31, 2009, (i) NMVC bought 24,654 shares from NMVLO, and (ii) NMVC II bought 68,174 shares from NMVLO, and (B) on January 4, 2010, (i) NMVC bought 42,446 shares from NMV, (ii) NMVC II bought 24,452 shares from NMV, and (iii) NMVC II bought 92,792 share from NMV Offshore.  All such transactions were private trades at a price of $50.00 per share. Schedule A annexed hereto lists all other transactions in the shares of Common Stock during the past sixty days by the Reporting Persons.  All of the transactions listed on Schedule A were effected on the open market.
 
(d).  No person is known by any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock that may be deemed to be beneficially owned by any Reporting Person.
 
(e).  Not applicable.
 

 
1
Neither the present filing nor anything contained herein shall be construed as an admission that any Reporting Person constitutes a “person” for any purposes other than Section 13(d) of the Securities Exchange Act of 1934, as amended.
 
 
 
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
Date:  March 3, 2010
 
 
 
NEW MOUNTAIN VANTAGE GP, L.L.C.
 
 
 
By:
/s/ Steven B. Klinsky
 
Steven B. Klinsky
 
Managing Member
 

 
 
NEW MOUNTAIN VANTAGE, L.P.
 
 
 
By:
New Mountain Vantage GP, L.L.C.,
its general partner
 
 
By:
/s/ Steven B. Klinsky
 
Steven B. Klinsky
 
Managing Member
 

 
 
NEW MOUNTAIN VANTAGE (CALIFORNIA), L.P.
 
 
 
By:
New Mountain Vantage GP, L.L.C.,
its general partner
 
 
By:
/s/ Steven B. Klinsky
 
Steven B. Klinsky
 
Managing Member
 
 
 
NEW MOUNTAIN VANTAGE (CALIFORNIA) II, L.P.
 
 
 
By:
New Mountain Vantage GP, L.L.C.,
its general partner
 
 
By:
/s/ Steven B. Klinsky
 
Steven B. Klinsky
 
Managing Member
 

 
 
NEW MOUNTAIN VANTAGE LO, L.P.
 
 
 
By:
New Mountain Vantage GP, L.L.C.,
its general partner
 
 
By:
/s/ Steven B. Klinsky
 
Steven B. Klinsky
 
Managing Member
 

 
 
NEW MOUNTAIN VANTAGE ADVISERS, L.L.C.
 
 
 
By:
/s/ Steven B. Klinsky
 
Steven B. Klinsky
 
Managing Member
 

 
 
NEW MOUNTAIN VANTAGE (CAYMAN) LTD.
 
 
 
By:
/s/ Steven B. Klinsky
 
Steven B. Klinsky
 
Director
 

 
 
NEW MOUNTAIN VANTAGE HOLDCO LTD.
 
 
 
By:
/s/ Steven B. Klinsky
 
Steven B. Klinsky
 
Director
 

 
  /s/ Steven B. Klinsky
  Steven B. Klinsky
 
 
 
 
 
 
  /s/ F. Fox Benton, III
  F. Fox Benton, III
 
 
 
 
 
  /s/ David M. DiDomenico
  David M. DiDomenico
 
 
 
 
 
  /s/ Frederic V. Salerno
  Frederic V. Salerno
 
 
 
 
 
NMV SPECIAL HOLDINGS, LLC
 
 
 
By:
New Mountain Vantage GP, L.L.C.,
its managing member
 
 
By:
/s/ Steven B. Klinsky
 
Steven B. Klinsky
 
Managing Member

 
 
California Public Employees' Retirement System
 
 
 
 
/s/ Eric Baggesen
  By: Eric Baggesen
  Title: Senior Investment Officer
 
 
SCHEDULE A
TRANSACTIONS IN THE PAST SIXTY DAYS BY THE REPORTING PERSONS
 
NMV
 
Date
Shares of Common Stock Sold
Approximate Price per Share
(inclusive of commissions)
1/4/2010
2,479
$50.56
1/6/2010
347
$51.09
2/19/2010
2,471
$50.35
2/25/2010
4,959
$50.07
2/26/2010
2,016
$50.02
3/1/2010
16,530
$50.90

 
NMVC

Date
Shares of Common Stock Sold
Approximate Price per Share (inclusive of commissions)
1/4/2010
1,579
$50.56
1/6/2010
221
$51.09
2/19/2010
1,574
$50.35
2/25/2010
3,159
$50.07
2/26/2010
1,284
$50.02
3/1/2010
10,531
$50.90


NMVC II

Date
Shares of Common Stock Sold
Approximate Price per Share (inclusive of commissions)
1/4/2010
5,118
$50.56
1/6/2010
717
$51.09
2/19/2010
5,101
$50.35
2/25/2010
10,238
$50.07
2/26/2010
4,163
$50.02
3/1/2010
34,126
$50.90


NMVLO

Date
Shares of Common Stock Sold
Approximate Price per Share (inclusive of commissions)
1/4/2010
36
$50.56
1/6/2010
5
$51.09
2/19/2010
36
$50.35
2/25/2010
71
$50.07
2/26/2010
28
$50.02
3/1/2010
239
$50.90

 
NMV Offshore HoldCo

Date
Shares of Common Stock Sold
Approximate Price per Share (inclusive of commissions)
1/4/2010
283
$50.56
1/6/2010
39
$51.09
2/19/2010
282
$50.35
2/25/2010
567
$50.07
2/26/2010
230
$50.02
3/1/2010
1,889
$50.90


NMVSH

Date
Shares of Common Stock Sold
Approximate Price per Share (inclusive of commissions)
1/4/2010
5,505
$50.56
1/6/2010
773
$51.09
2/19/2010
5,483
$50.35
2/25/2010
11,006
$50.07
2/26/2010
4,479
$50.02
3/1/2010
36,685
$50.90
 

CalPERS

Date
Shares of Common Stock Sold
Approximate Price per Share (inclusive of commissions)
1/15/2010
500
$50.98