- Statement of Changes in Beneficial Ownership (4)
January 11 2012 - 7:37PM
Edgar (US Regulatory)
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FORM 4
[ ]
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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3235-0287
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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
*
Gaudiosi Monica M
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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)
SVP & General Counsel
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(Last)
(First)
(Middle)
5051 WESTHEIMER ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/9/2012
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(Street)
HOUSTON, X1 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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1/9/2012
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J
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V
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5613.7
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D
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$42.2625
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0
(1)
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I
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401(k) Savings Plan
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Common Stock
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11500
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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 Option (Right to purchase)
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$24.0572
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(2)
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7/26/2015
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Common Stock
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1365
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1365
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D
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Employee Stock Option(Right to purchase)
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$22.68
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(2)
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11/11/2015
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Common Stock
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25000
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25000
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D
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Stock Appreciation Rights
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$28.07
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(3)
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12/28/2016
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Common Stock
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23753
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23753
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D
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Stock Appreciation Rights
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$28.48
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(3)
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12/17/2017
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Common Stock
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38685
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38685
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D
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Cash Restricted Stock Units
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(4)
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(4)
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(4)
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Common Stock
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7732
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7732
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D
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Stock Appreciation Rights
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$12.55
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(5)
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12/15/2018
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Common Stock
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95336
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95336
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D
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Cash Restricted Stock Units
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(6)
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(6)
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(6)
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Common Stock
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8870
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8870
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D
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Stock Appreciation Rights
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$21.64
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(7)
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12/15/2019
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Common Stock
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46703
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46703
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D
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Cash Restricted Stock Units
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(8)
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(8)
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(8)
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Common Stock
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9681
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9681
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D
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Stock Appreciation Rights
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$24.8
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(9)
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12/13/2020
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Common Stock
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32168
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32168
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D
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Cash Restricted Stock Units
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(10)
(11)
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(10)
(11)
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(10)
(11)
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Common Stock
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7724
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7724
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D
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Explanation of Responses:
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(
1)
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On July 19, 2011, the Company entered into a Second Amended and Restated Agreement and Plan of Merger with Energy Transfer Equity, L.P. ("ETE") and Sigma Acquisition Corporation, a wholly-owned subsidiary of ETE, as amended by Amendment No. 1 to Agreement and Plan of Merger dated as of September 14, 2011 (the "Merger Agreement"). Pursuant to the Merger Agreement, ETE exercised its right to request that the Company eliminate from the Southern Union Savings Plan (the "Savings Plan") all shares of Company common stock. Accordingly, the trustee of the Savings Plan liquidated all shares of Company common stock held in the Savings Plan, including those held by the Reporting Person. The share price reflected represents the average sale price realized by the trustee of the Savings Plan in open market trading on all shares held in the Savings Plan.
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(
2)
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The options are fully vested and exerciseable.
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(
3)
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Stock appreciation rights are currently vested and exerciseable.
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(
4)
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23,195 cash restricted stock units were awarded to the Reporting Person on on December 15, 2008 ("Grant Date 2008"). The cash restricted stock 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 stock 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 2008. To date, restrictions have expired on 7,731 cash restricted stock units. Restrictions on an additional 7,732 cash restricted stock units will expire on December 15, 2010.
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(
5)
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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 Grant Date 2008. The award will vest in equal annual installments on the first, second and third anniversaries of Grant Date 2008. To date, 31,778 stock appreciation rights are currently vested and exerciseable. An additional 31,779 stock appreciation rights will vest on December 15, 2010.
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(
6)
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13,305 cash restricted stock units were awarded to the Reporting Person on on December 15, 2009 ("Grant Date 2009"). The cash restricted stock 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 stock 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 4,435 on cash restricted stock units will expire on December 15, 2010.
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(
7)
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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 Grant Date 2009. The award will vest in equal installments on the first, second and third anniversaries of Grant Date 2009. 15,567 stock appreciation rights will vest on December 15, 2010.
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(
8)
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9,681 cash restricted stock units were awarded to the Reporting Person on on December 13, 2010 ("Grant Date 2010"). The cash restricted stock 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 stock 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.
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(
9)
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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.
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(
10)
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7,724 cash restricted stock units ("RSUs") were awarded to the Reporting Person on November 6, 2011 ("Grant Date 2011"). The RSUs were awarded in accordance with the Company's Third Amended and Restated 2003 Stock and Incentive Plan. The RSUs permit the Reporting Person to receive cash in an amount equal to a specified number of shares of the Company's common stock valued at the closing price of the Company's common stock on the dates such restrictions expire. Restrictions on such award will expire in equal amounts on the first, second and third anniversaries of Grant Date 2011, unless the restrictions are earlier terminated in accordance with the Plan or the applicable award agreement.
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(
11)
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On July 19, 2011, the Company entered into a Second Amended and Restated Agreement and Plan of Merger with Energy Transfer Equity, L.P. ("ETE") and Sigma Acquisition Corporation, a wholly-owned subsidiary of ETE ("Merger Sub") (as amended by Amendment No. 1 to Agreement and Plan of Merger dated as of September 14, 2011, the "Merger Agreement"). The RSUs awarded to the Reporting Person will be treated in accordance with the terms and conditions of the Merger Agreement. The Merger Agreement is available in its entirety as Annex A to the Company's definitive Proxy Statement filed with the SEC on October 27, 2011.
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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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Gaudiosi Monica M
5051 WESTHEIMER ROAD
HOUSTON, X1 77056-5306
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SVP & General Counsel
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Signatures
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Robert M. Kerrigan, III for Monica M. Gaudiosi
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1/11/2012
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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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