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 *
Eldred Charles N
   2. Issuer Name and Ticker or Trading Symbol
PNM RESOURCES INC [PNM] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
EXEC VP, CFO
(Last)
(First)
(Middle)
CORPORATE HEADQUARTERS MS1275		 3. Date of Earliest Transaction (Month/Day/Year)
03/03/2017
(Street)

ALBUQUERQUE, NM 87158-1275		 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 (1) 03/03/2017   A   10,156 A (1) 99,311 D  
Common Stock (2) 03/03/2017   F   3,987 D $ 36.3 (2) 95,324 D  
Common Stock (3) 03/04/2017   M   1,569 A (3) 96,893 D  
Common Stock (4) 03/04/2017   F   736 D $ 36.3 (4) 96,157 D  
Common Stock (5) 03/05/2017   M   1,602 A (5) 97,759 D  
Common Stock (6) 03/05/2017   F   751 D $ 36.3 (6) 97,008 D  
Common Stock (7) 03/06/2017   S   4,000 D $ 36.3956 (8) 93,008 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
Restricted Stock Rights (9) 03/03/2017   A   4,169     (10)   (10) Common Stock 4,169 $ 0 13,402 D  
Restricted Stock Rights (9) 03/04/2017   M     1,569   (11)   (11) Common Stock 1,569 $ 0 11,833 D  
Restricted Stock Rights (9) 03/05/2017   M     1,602   (11)   (11) Common Stock 1,602 $ 0 10,231 D  
Phantom Stock Shares (12)               (13)   (13) Common Stock 6,856   6,856 (14) I PNM Common Stock Fund - PNM Resources Executive Savings Plan

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Eldred Charles N
CORPORATE HEADQUARTERS MS1275
ALBUQUERQUE, NM 87158-1275		       EXEC VP, CFO  

Signatures

 /s/ Laurie S. Monfiletto, POA for Charles N. Eldred   03/07/2017
**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) The following performance shares were earned as of December 31, 2016 and settled on March 3, 2017: (1) 7,402 shares earned for the 2014-2016 performance period and (2) 2,754 shares earned under a special performance based retention award.
(2) Represents shares withheld by PNM Resources, Inc. to satisfy the tax withholding obligations arising in connection with the settlement of the performance share awards described in (1) above. The company utilizes a modified "share withholding" approach in connection with settling awards of performance shares, in which it (i) withholds (in cash) an amount to satisfy tax withholding obligations and remits such amount to the relevant tax authorities, and (ii) directs a designated broker to purchase on the open market the number of shares of the company's common stock that can be acquired with the after-tax value of the performance share award at the prevailing market price. Only these "net shares" are delivered to the recipient of the performance share award.
(3) Represents the portions of previous awards of restricted stock rights that vested effective as of March 4, 2017.
(4) Represents shares withheld by PNM Resources, Inc. to satisfy the tax withholding obligations arising in connection with the vesting and settlement of the restricted stock rights award described in (3) above. The company utilizes a modified "share withholding" approach in connection with settling awards of restricted stock rights, in which it (i) withholds (in cash) an amount to satisfy tax withholding obligations and remits such amount to the relevant tax authorities, and (ii) directs a designated broker to purchase on the open market the number of shares of the company's common stock that can be acquired with the after-tax value of the restricted stock right award at the prevailing market price. Only these "net shares" are delivered to the recipient of the vested restricted stock rights award.
(5) Represents the portions of previous awards of restricted stock rights that vested effective as of March 5, 2017.
(6) Represents shares withheld by PNM Resources, Inc. to satisfy the tax withholding obligations arising in connection with the vesting and settlement of the restricted stock rights award described in (5) above. The company utilizes a modified "share withholding" approach in connection with settling awards of restricted stock rights, in which it (i) withholds (in cash) an amount to satisfy tax withholding obligations and remits such amount to the relevant tax authorities, and (ii) directs a designated broker to purchase on the open market the number of shares of the company's common stock that can be acquired with the after-tax value of the restricted stock right award at the prevailing market price. Only these "net shares" are delivered to the recipient of the vested restricted stock rights award.
(7) Includes shares sold to provide a source of funds for payment of certain additional tax obligations of the reporting person.
(8) This transaction was executed in multiple trades at prices ranging from $36.375 USD to $36.425 USD; the price reported above reflects the weighted average sale price.
(9) Each restricted stock right represents a contingent right to receive one share of PNM Resources, Inc. common stock.
(10) The restricted stock units vest in three equal annual installments beginning one year from March 7, 2017. Vested shares will be delivered to the reporting person on the applicable vesting dates (or, if the company is in a blackout period under its insider trading policy on any vesting date, at a later date after such blackout period ends).
(11) The restricted stock units vest in three equal annual installments. Vested shares will be delivered to the reporting person on the applicable vesting dates (or, if the company is in a blackout period under its insider trading policy on any vesting date, at a later date after such blackout period ends).
(12) The security converts to common stock on a one-for-one basis.
(13) The phantom stock shares were acquired under the PNM Resources, Inc. Executive Savings Plan, and will settle upon the Reporting Person's retirement or other termination of service.
(14) Total represents phantom stock shares of PNM Resources, Inc. Common Stock acquired under the PNM Resources, Inc. Executive Savings Plan II as of February 28, 2017.

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