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
                                                                                  
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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 *

Burks Derrick 		2. Issuer Name and Ticker or Trading Symbol

VECTREN CORP [ VVC ] 		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)

ONE VECTREN SQUARE, P.O. BOX 209 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/1/2019
(Street)

EVANSVILLE, IN 47708
(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

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
Phantom Stock   $0.00   1/1/2019     A      1431.00         (1) (2) (3)   (1) (2) (3) Common Stock   1431.00   $0.00   1431.00   D    

Explanation of Responses:
(1)  The stock unit award was granted pursuant to the Vectren Corporation At Risk Compensation Plan (Plan) and is subject to the terms, provisions and conditions of the Plan and Plan grant agreement. The lifting of restrictions and forfeiture provisions are dependent upon continued service by the grantee until January 1, 2020, except as described in the Plan and the Plan grant agreement. If the service of the grantee ends at the annual shareholder meeting, the stock unit award will vest at such time and will be prorated based upon the number of days served.
(2)  The grantee will be paid for each stock unit, in cash, the value of one share of Vectren's common stock on the date restrictions lapse, provided grantee is in compliance with the share ownership guidelines established by the company. If the grantee is not then in compliance with the company's share ownership guidelines, the value of each stock unit will be paid to the grantee in one unrestricted share of Vectren's common stock. This acquisition was approved in accordance with Rule 16b-3.
(3)  If the closing date of the previously announced merger transaction between Vectren Corporation and CenterPoint Energy, Inc. (CNP) occurs prior to January 1, 2020, then the Stock Unit Awards shall be cancelled and converted into a vested right to receive cash in an amount equal to (i) $72.00 multiplied by (ii) the number of Stock Unit Awards provided hereunder multiplied by (iii) a fraction with a numerator equal to the number of days in the period beginning on the Grant Date and ending on the closing date of the transaction with CNP and a denominator equal to 365, but in no event shall such fraction be greater than one.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Burks Derrick
ONE VECTREN SQUARE
P.O. BOX 209
EVANSVILLE, IN 47708 		X



Signatures
/s/Ronald E. Christian 1/2/2019
** 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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