UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

_________________________

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934.

 

Date of Report:   (Date of Earliest Event Reported) April 9, 2018 (April 5, 2018)

 

PANHANDLE OIL AND GAS INC.

(Exact name of registrant as specified in its charter)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐     Written communications pursuant to Rule 425 under the Securities Act

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐     Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act

☐     Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

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ITEM 5.04     Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans

 

On April 5, 2018, Panhandle Oil and Gas Inc. (“Panhandle” or “Company”) sent a blackout trading restriction notice to its executive officers and directors (the “BTR Notice”) informing them that they would be prohibited from engaging in certain transactions involving the Company’s common stock, during a blackout period (the “Blackout Period”) under the Panhandle Oil and Gas Inc. Employee Stock Ownership and 401(k) Plan (the “Plan”). The BTR Notice indicated that the Blackout Period will begin on April 25, 2018, and is expected to end the week of May 20, 2018, or later if data transfer delays occur. Notification will be sent to Plan participants, beneficiaries and Panhandle’s directors and executive officers if delays occur. A copy of the BTR Notice is attached as Exhibit 99 to this report and is incorporated herein by reference.

 

The reason for the Blackout Period is to facilitate the transfer of Plan recordkeeping and investment management services to Principal Life Insurance Company. During the Blackout Period participants in the Plan will be unable to take distributions from their Plan accounts, or direct or diversify their Plan investments, including with respect to Panhandle common stock.

The Company’s directors and executive officers were furnished notice of the Blackout Period on April 5, 2018. Plan participants and beneficiaries were furnished notice of the Blackout Period on March 22, 2018.

Inquiries relating to the Blackout Period may be directed to Lonnie J. Lowry, Corporate Secretary, at Panhandle Oil and Gas Inc., 5400 North Grand Boulevard, Suite 300, Oklahoma City, OK 73112, or by telephone at (405) 948-1560.

 

ITEM 9.01     Financial Statements and Exhibits

 

(c)  Exhibits

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

PANHANDLE OIL AND GAS INC.