FORM 4
[ X ] 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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Hedgebeth Reginald D
2. Issuer Name and Ticker or Trading Symbol

Spectra Energy Corp. [ SE ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
General Counsel
(Last)          (First)          (Middle)

5400 WESTHEIMER COURT
3. Date of Earliest Transaction (MM/DD/YYYY)

2/27/2017
(Street)

HOUSTON, TX 77056
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/27/2017     D    142927   D   (1) 0   D    
Common Stock   2/27/2017     D    1988   D   (1) 0   I   Retirement Savings Plan  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Option to Purchase Common Stock     (2) 2/27/2017     D         73250      (2)   (2) Common Stock   73250     (2) 0   D    
Performance Shares Feb 2015     (3) 2/27/2017     D         16700      (3)   (3) Common Stock   16700     (3) 0   D    
Performance Shares Feb 2016     (4) 2/27/2017     D         17750      (4)   (4) Common Stock   17750     (4) 0   D    
LTIP Phantom Stock Grant Jul 2014     (5) 2/27/2017     D         13900      (5)   (5) Common Stock   13900     (5) 0   D    
LTIP Phantom Stock Grant Feb 2015     (5) 2/27/2017     D         10550      (5)   (5) Common Stock   10550     (5) 0   D    
LTIP Phantom Stock Grant Feb 2016     (5) 2/27/2017     D         10100      (5)   (5) Common Stock   10100     (5) 0   D    
LTIP Phantom Stock Grant Feb 2017     (5) 2/27/2017     D         11125      (5)   (5) Common Stock   11125     (5) 0   D    
LTIP Phantom Stock Grant Feb 2017     (5) 2/27/2017     D         11125      (5)   (5) Common Stock   11125     (5) 0   D    

Explanation of Responses:
( 1)  At the effective time of the Merger, each issued and outstanding share of the common stock of the Issuer was converted into the right to receive 0.984 of an Enbridge common share, with cash paid in lieu of fractional shares, in accordance with the Merger Agreement (the "Merger Consideration").
( 2)  At the effective time of the Merger, each outstanding option of the Issuer, whether vested or unvested, was automatically be converted into an option to purchase, on the same terms and conditions as were applicable immediately prior to the effective time of the Merger, a number of Enbridge common shares on the terms specified in the Merger Agreement.
( 3)  At the effective time, each performance stock unit granted in 2014 or 2015 vested (with performance deemed satisfied (1) at 100% in the case of awards granted in 2014, and (2) based on actual performance through the effective time, in the case of awards granted in 2015) and was cancelled and converted into the right to receive the Merger Consideration in respect of each share of common stock of the Issuer underlying such award.
( 4)  Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding Post-2015 performance based unit of the Issuer were assumed by Enbridge and automatically converted into a corresponding equity incentive award with respect to Enbridge common shares in accordance with the Merger Agreement.
( 5)  At the effective time of the Merger, each outstanding phantom unit denominated in the common stock of the Issuer was automatically adjusted to represent a phantom unit, on the same terms and conditions as were applicable immediately prior to the effective time of the Merger, denominated in a number of Enbridge common shares in accordance with the Merger Agreement.

Remarks:
This Form 4 reports securities disposed pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 5, 2016, a copy of which is filed as Exhibit 2.1 to the Issuer's Form 8-K filed with the SEC on September 6, 2016, and by which the Issuer became a wholly owned subsidiary (the "Merger") of Enbridge Inc ("Enbridge") on February 27, 2017 (the "effective time").

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Hedgebeth Reginald D
5400 WESTHEIMER COURT
HOUSTON, TX 77056


General Counsel

Signatures
/s/ Anna Jones, Attorney-in-Fact 3/1/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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