pr13da12-national_newmtn.htm
 
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
(Amendment No. 12)*
 
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)
 
May 12, 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 24 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
  4,802,938
9
  SOLE DISPOSITIVE POWER
  0
10
  SHARED DISPOSITIVE POWER
  4,802,938
11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    4,802,938
12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES        [   ]
 
13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
    5.9%
14
    TYPE OF REPORTING PERSON
    OO
 
 
 
 
 
 
SCHEDULE 13D
 
CUSIP No. 636180101
  
Page 3 of 24 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
  808,218
9
  SOLE DISPOSITIVE POWER
  0
10
  SHARED DISPOSITIVE POWER
  808,218
11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    808,218
12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES        [   ]
 
13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
    1.0%
14
    TYPE OF REPORTING PERSON
    PN
 
 
 
 
 
 
SCHEDULE 13D
 
CUSIP No. 636180101
  
Page 4 of 24 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
  514,948
9
  SOLE DISPOSITIVE POWER
  0
10
  SHARED DISPOSITIVE POWER
  514,948
11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    514,948
12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES        [   ]
 
13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
    0.6%
14
    TYPE OF REPORTING PERSON
    PN
 
 
 
 
 
 
SCHEDULE 13D
 
CUSIP No. 636180101
  
Page 5 of 24 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
  1,672,313
9
  SOLE DISPOSITIVE POWER
  0
10
  SHARED DISPOSITIVE POWER
  1,672,313
11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    1,672,313
12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES        [   ]
 
13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
    2.0%
14
    TYPE OF REPORTING PERSON
    PN
 
 
 
 
 
 
SCHEDULE 13D
 
CUSIP No. 636180101
  
Page 6 of 24 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
  11,674
9
  SOLE DISPOSITIVE POWER
  0
10
  SHARED DISPOSITIVE POWER
  11,674
11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    11,674
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 24 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
  3,099,477
9
  SOLE DISPOSITIVE POWER
  0
10
  SHARED DISPOSITIVE POWER
  3,099,477
11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    3,099,477
12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES        [   ]
 
13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
    3.8%
14
    TYPE OF REPORTING PERSON
    OO
 
 
 
 
 
 
SCHEDULE 13D
 
CUSIP No. 636180101
  
Page 8 of 24 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
  92,324
9
  SOLE DISPOSITIVE POWER
  0
10
  SHARED DISPOSITIVE POWER
  92,324
11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    92,324
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 24 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
  92,324
9
  SOLE DISPOSITIVE POWER
  0
10
  SHARED DISPOSITIVE POWER
  92,324
11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    92,324
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 24 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
  4,895,262
9
  SOLE DISPOSITIVE POWER
  0
10
  SHARED DISPOSITIVE POWER
  4,895,262
11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    4,895,262
12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES        [   ]
 
13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
    6.0%
14
    TYPE OF REPORTING PERSON
    IN
 
 
 
 
 
 
SCHEDULE 13D
 
CUSIP No. 636180101
  
Page 11 of 24 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 24 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 24 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
  1,565
8
  SHARED VOTING POWER
  0
9
  SOLE DISPOSITIVE POWER
  1,565
10
  SHARED DISPOSITIVE POWER
  0
11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    1,565
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 24 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
  1,795,785
9
  SOLE DISPOSITIVE POWER
  0
10
  SHARED DISPOSITIVE POWER
  1,795,785
11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    1,795,785
12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES        [   ]
 
13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
    2.2%
14
    TYPE OF REPORTING PERSON
    OO
 
 
 
 
 
 
SCHEDULE 13D
 
CUSIP No. 636180101
  
Page 15 of 24 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
  197,990
8
  SHARED VOTING POWER
  1,795,785
9
  SOLE DISPOSITIVE POWER
  197,990
10
  SHARED DISPOSITIVE POWER
  1,795,785
11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    1,993,775
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
    EP
 
 
 
 
 
 
This Amendment No. 12, 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
_________________________
 
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.
 
ITEM 3.                      SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
 
Item 3 of the Schedule 13D is hereby amended to add the following:
 
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.
 
The aggregate purchase price of the 2,500 shares of Common Stock acquired by CalPERS, as described in Item 5(c), was $129,148.55.  Such shares were acquired with working capital.
 
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 81,920,814 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of April 30, 2010, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, as filed with the Securities and Exchange Commission on May 7, 2010.
 
As of the close of business on May 12, 2010, as described below, the Reporting Persons may be deemed to beneficially own an aggregate of 5,100,017 shares of Common Stock representing, in the aggregate, approximately 6.2% of the issued and outstanding shares of Common Stock.
 
As of the close of business on May 12, 2010, Mr. Klinsky may be deemed to beneficially own an aggregate of 4,895,262 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 6.0% 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 May 12, 2010, NMV Advisers may be deemed to beneficially own an aggregate of 3,099,477 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 3.8% 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 May 12, 2010, Vantage GP may be deemed to beneficially own an aggregate of 4,802,938 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 5.9% 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 May 12, 2010, NMV Offshore may be deemed to beneficially own an aggregate of 92,324 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 May 12, 2010, (i) NMV may be deemed to beneficially own an aggregate of 808,218 shares of Common Stock, representing approximately 1.0% of the issued and outstanding shares of Common Stock, (ii) NMVC may be deemed to beneficially own an aggregate of 514,948 shares of Common Stock, representing approximately 0.6% of the issued and outstanding shares of Common Stock, (iii) NMVC II may be deemed to beneficially own an aggregate of 1,672,313 shares of Common Stock, representing approximately 2.0% of the issued and outstanding shares of Common Stock, (iv) NMVLO may be deemed to beneficially own an aggregate of 11,674 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 92,324 shares of Common Stock, representing approximately 0.1% of the issued and outstanding shares of Common Stock.
 
As of the close of business on May 12, 2010, NMVSH may be deemed to beneficially own an aggregate of 1,795,785 shares of Common Stock, representing approximately 2.2% of the issued and outstanding shares of Common Stock.
 
As of the close of business on May 12, 2010, CalPERS may be deemed to beneficially own an aggregate of 1,993,775 shares of Common Stock that may be deemed to be beneficially owned by NMVSH and by CalPERS, representing approximately 2.4% 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 May 12, 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 May 12, 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 May 12, 2010, Mr. Salerno may be deemed to beneficially own an aggregate of 1,565 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 197,990 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 1,565 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).  On April 1, 2010, Mr. Salerno 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.  On March 25, 2010, CalPERS acquired 2,100 shares of Common Stock on the open market for an aggregate purchase price of $108,812.55 and on April 1, 2010, CalPERS acquired 400 shares of Common Stock on the open market for an aggregate purchase price of $20,336.00.  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.
 
 
 
 
 
 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:  May 14, 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)
3/17/2010
1,702
52.28
3/18/2010
826
51.76
3/19/2010
2,479
50.85
3/23/2010
9,918
52.18
3/24/2010
1,140
52.16
3/25/2010
743
51.94
3/26/2010
4,959
50.93
3/29/2010
9,918
51.20
3/30/2010
5,901
51.13
3/31/2010
4,678
50.90
4/1/2010
8,351
50.84
4/5/2010
7,438
51.78
4/6/2010
1,653
52.27
5/12/2010
11,257
52.55


NMVC

Date
Shares of Common Stock Sold
Approximate Price per Share (inclusive of commissions)
3/17/2010
1,084
52.28
3/18/2010
526
51.76
3/19/2010
1,579
50.85
3/23/2010
6,318
52.18
3/24/2010
726
52.16
3/25/2010
473
51.94
3/26/2010
3,159
50.93
3/29/2010
6,318
51.20
3/30/2010
3,759
51.13
3/31/2010
2,980
50.90
4/1/2010
5,320
50.84
4/5/2010
4,738
51.78
4/6/2010
1,053
52.27
5/12/2010
7,146
52.55


NMVC II

Date
Shares of Common Stock Sold
Approximate Price per Share (inclusive of commissions)
3/17/2010
3,514
52.28
3/18/2010
1,706
51.76
3/19/2010
5,118
50.85
3/23/2010
20,475
52.18
3/24/2010
2,354
52.16
3/25/2010
1,535
51.94
3/26/2010
10,237
50.93
3/29/2010
20,475
51.20
3/30/2010
12,182
51.13
3/31/2010
9,657
50.90
4/1/2010
17,241
50.84
4/5/2010
15,356
51.78
4/6/2010
3,412
52.27
5/12/2010
19,476
52.55


NMVLO

Date
Shares of Common Stock Sold
Approximate Price per Share (inclusive of commissions)
3/17/2010
24
52.28
3/18/2010
11
51.76
3/19/2010
35
50.85
3/23/2010
143
52.18
3/24/2010
16
52.16
3/25/2010
10
51.94
3/26/2010
71
50.93
3/29/2010
143
51.20
3/30/2010
84
51.12
3/31/2010
67
50.90
4/1/2010
120
50.84
4/5/2010
107
51.78
4/6/2010
23
52.27
5/12/2010
167
52.55


NMV Offshore HoldCo

Date
Shares of Common Stock Sold
Approximate Price per Share (inclusive of commissions)
3/17/2010
194
52.28
3/18/2010
94
51.76
3/19/2010
283
50.85
3/23/2010
1,133
52.18
3/24/2010
130
52.16
3/25/2010
85
51.94
3/26/2010
566
50.93
3/29/2010
1,133
51.20
3/30/2010
674
51.13
3/31/2010
534
50.90
4/1/2010
954
50.84
4/5/2010
850
51.78
4/6/2010
189
52.27
5/12/2010
1,345
52.55


NMVSH

Date
Shares of Common Stock Sold
Approximate Price per Share (inclusive of commissions)
3/17/2010
3,782
52.28
3/18/2010
1,837
51.76
3/19/2010
5,506
50.85
3/23/2010
22,013
52.18
3/24/2010
2,534
52.16
3/25/2010
1,654
51.94
3/26/2010
11,008
50.93
3/29/2010
22,013
51.20
3/30/2010
13,100
51.13
3/31/2010
10,385
50.90
4/1/2010
18,536
50.84
4/5/2010
16,511
51.78
4/6/2010
3,670
52.27
5/12/2010
22,827
52.55


CalPERS

Date
Shares of Common Stock Sold
Approximate Price per Share (inclusive of commissions)
3/30/2010
500
51.12