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, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BRODSKY DAVID L
2. Issuer Name and Ticker or Trading Symbol

SOUTHERN UNION CO [ SUG ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

C/O SOUTHERN UNION COMPANY, 5051 WESTHEIMER ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

3/26/2012
(Street)

HOUSTON, TX 77056-5306
(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   3/26/2012     D    60787   D   (1) 0   D    
Common Stock   3/26/2012     D    30079.165   D   (1) 0   I   Directors' Deferred Compensation Plan  
Common Stock   3/26/2012     D    4513.95   D   (1) 0   I   Trustee for David L. Brodsky Retirement 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
Stock Options (right to purchase)   $28.49   3/26/2012     D         10753      (2) 5/4/2021   Common Stock   10753     (2) 0   D    
Stock Options (right to purchase)   $25.60   3/26/2012     D         10940      (2) 5/4/2020   Common Stock   10940     (2) 0   D    
Stock Options (right to purchase)   $16.98   3/26/2012     D         14815      (2) 5/28/2019   Common Stock   14815     (2) 0   D    

Explanation of Responses:
( 1)  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.
( 2)  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 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BRODSKY DAVID L
C/O SOUTHERN UNION COMPANY
5051 WESTHEIMER ROAD
HOUSTON, TX 77056-5306
X



Signatures
Robert M. Kerrigan, III for David L. Brodsky 3/28/2012
** 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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