- Statement of Changes in Beneficial Ownership (4)
March 28 2012 - 7:25PM
Edgar (US Regulatory)
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Hack Robert J
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2. Issuer Name
and
Ticker or Trading Symbol
SOUTHERN UNION CO
[
SUG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
COO of Division
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(Last)
(First)
(Middle)
5051 WESTHEIMER ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/26/2012
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(Street)
HOUSTON, TX 77056-5306
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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3/26/2012
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D
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8726.4595
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D
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(1)
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0
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I
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Issuer's Supplemental Deferred Compensation Plan
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Common Stock
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3/26/2012
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D
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1575
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D
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(1)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Options (right to purchase)
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$16.8255
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3/26/2012
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D
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3308
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(2)
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(2)
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Common Stock
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3308
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(2)
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0
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D
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Employee Stock Options (right to purchase)
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$24.0572
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3/26/2012
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D
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768
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(2)
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(2)
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Common Stock
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768
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(2)
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0
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D
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Stock Appreciation Rights
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$28.07
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3/26/2012
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D
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10392
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(2)
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(2)
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Common Stock
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10392
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(2)
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0
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D
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Stock Appreciation Rights
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$28.48
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3/26/2012
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D
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16925
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(2)
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(2)
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Common Stock
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16925
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(2)
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0
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D
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Cash Restricted Stock Units
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(3)
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3/26/2012
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D
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5698
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(3)
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(3)
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Common Stock
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5698
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(3)
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0
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D
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Stock Appreciation Rights
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$12.55
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3/26/2012
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D
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35124
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(2)
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(2)
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Common Stock
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35124
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(2)
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0
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D
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Cash Restricted Stock Units
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(3)
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3/26/2012
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D
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4902
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(3)
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(3)
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Common Stock
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4902
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(3)
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0
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D
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Stock Appreciation Rights
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$21.64
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3/26/2012
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D
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17207
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(2)
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(2)
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Common Stock
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17207
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(2)
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0
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D
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Cash Restricted Stock Units
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(3)
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3/26/2012
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D
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4236
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(3)
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(3)
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Common Stock
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4236
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(3)
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0
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D
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Stock Appreciation Rights
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$24.80
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3/26/2012
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D
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14074
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(2)
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(2)
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Common Stock
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14074
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(2)
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0
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D
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Cash Restricted Stock Units
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(3)
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3/26/2012
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D
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3565
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(3)
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(3)
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Common Stock
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3565
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(3)
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0
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D
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Explanation of Responses:
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(
1)
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Disposed of pursuant to the Second Amended and Restated Agreement and Plan of Merger, dated as of July 19, 2011, as amended, among Southern Union Company, Energy Transfer Equity, L.P., ("ETE") and Sigma Acquisition Corporation in exchange for $44.25 per share or one ETE common unit per share. The closing price of an ETE common unit on March 26, 2012 was
$41.32 per share.
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(
2)
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Disposed of pursuant to the Second Amended and Restated Agreement and Plan of Merger, dated as of July 19, 2011, as amended, among Southern Union Company, Energy Transfer Equity, L.P., ("ETE") and Sigma Acquisition Corporation. Each stock option and stock appreciation right was converted into the right to receive an amount in cash equal to $44.25 less (i) the applicable exercise price and (ii) any applicable deductions and withholdings required by law.
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(
3)
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Disposed of pursuant to the Second Amended and Restated Agreement and Plan of Merger, dated as of July 19, 2011, as amended, among Southern Union Company, Energy Transfer Equity, L.P., ("ETE") and Sigma Acquisition Corporation. Each cash restricted stock unit was converted into the right to receive a lump sum cash payment equal to (i) $44.25 per share, less (ii) any applicable deductions and withholdings required by law.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Hack Robert J
5051 WESTHEIMER ROAD
HOUSTON, TX 77056-5306
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COO of Division
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Signatures
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Robert M. Kerrigan, III for Robert J. Hack
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3/28/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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