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, 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 *

Farrell Roger A.
2. Issuer Name and Ticker or Trading Symbol

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

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

5444 WESTHEIMER ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

12/13/2010
(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                  9200   D    

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
Cash Restricted Units     (1)                    (1)   (1) Common Stock   3256     3256   D    
Stock Appreciation Rights   $12.55                      (2) 12/15/2018   Common Stock   20071     20071   D    
Cash Restricted Units     (3)                    (3) 12/15/2019   Common Stock   4202     4202   D    
Stock Appreciation Rights   $21.64                      (4) 12/15/2019   Common Stock   14749     14749   D    
Cash Restricted Units     (5) 12/13/2010     A      7261         (5)   (5) Common Stock   7261     (5) 7261   D    
Stock Appreciation Rights   $24.80   12/13/2010     A      24126         (6) 12/13/2020   Common Stock   24126     (6) 24126   D    

Explanation of Responses:
( 1)  4,884 cash restricted units were awarded to the Reporting Person on December 15, 2008 (the "Grant Date"). The cash restricted units permit the Reporting Person to receive, on predetermined dates upon expiration of applicable restrictions, cash in an amount equal to a specified number of shares of the Company's common sock valued at the closing price of the Company's common stock on such dates. Restrictions on the award expire in equal installments on the first, second and third anniversaries of Grant Date 2008. To date, restrictions have expired on 1,628 cash restricted units. Restrictions on an additional 1,628 cash restricted units will expire on December 15, 2010.
( 2)  Stock appreciation rights will be settled in shares of common stock at an exercise price of $12.55 per share, which was equal to the closing price on the Grant Date. The award will vest in equal installments on the first, second and third anniversaries of Grant Date 2008. To date 6,690 stock appreciation rights have vested and are exerciseable. An additional 6,690 stock appreciation rights will vest on December 15, 2010.
( 3)  4,202 cash restricted units were awarded to the Reporting Person on December 15, 2009 (the "Grant Date"). The cash restricted units permit the Reporting Person to receive, on predetermined dates upon expiration of applicable restrictions, cash in an amount equal to a specified number of shares of the Company's common sock valued at the closing price of the Company's common stock on such dates. Restrictions on each award expire in equal installments on the first, second and third anniversaries of Grant Date 2009. Restrictions on 1,400 cash restricted units will expire on December 15, 2010.
( 4)  Stock appreciation rights will be settled in shares of common stock at an exercise price of $21.64 per share, which was equal to the closing price on the Grant Date. The award will vest in equal installments on the first, second and third anniversaries of Grant Date 2009. 4,916 stock appreciation rights will vest on December 15, 2010.
( 5)  7,261 cash restricted units were awarded to the Reporting Person on December 13, 2010 (the "Grant Date"). The cash restricted units permit the Reporting Person to receive, on predetermined dates upon expiration of applicable restrictions, cash in an amount equal to a specified number of shares of the Company's common sock valued at the closing price of the Company's common stock on such dates. Restrictions on each award expire in equal installments on the first, second and third anniversaries of Grant Date 2010.
( 6)  Stock appreciation rights will be settled in shares of common stock at an exercise price of $24.80 per share, which was equal to the closing price on Grant Date 2010. The award will vest in equal installments on the first, second and third anniversaries of Grant Date 2010.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Farrell Roger A.
5444 WESTHEIMER ROAD
HOUSTON, TX 77056-5306


SVP, Midstream Operations

Signatures
Robert M. Kerrigan, III for Roger A. Farrell 12/14/2010
** 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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