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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden
hours per response... 0.5
                      
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 *

LINDEMANN GEORGE 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
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman & CEO
(Last)          (First)          (Middle)

5051 WESTHEIMER ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/13/2012
(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   1/13/2012     P    516.479   A $42.56   146456.4867   I   Issuer's Supplemental Deferred Compensation Plan   (1)
Common Stock                  4305351   (3) (2) D    
Common Stock                  3289220   (4) I   Owned by Spouse  

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
Employee Stock Option (right to purchase)   $28.48                      (5) 12/17/2017   Common Stock   441469     441469   D    
Employee Stock Option (right to purchase)   $12.55                      (6) 12/15/2018   Common Stock   500000     500000   D    
Employee Stock Options (right to purchase)   $21.64                      (7) 12/15/2019   Common Stock   464176     464176   D    
Employee Stock Options (right to purchase)   $24.8                      (8) 12/13/2020   Common Stock   482517     482517   D    
Cash Restricted Stock Units     (9) (10)                    (9) (10)   (9) (10) Common Stock   71293     71293   D    

Explanation of Responses:
( 1)  This information concerns shares held under the Issuer's Supplemental Deferred Compensation Plan. This report reflects shares purchased for the plan by the plan trustee, at the sole discretion of the trustee, at such prices as were available in the open market at the time of such purchases.
( 2)  On December 15, 2009 ("Grant Date 2009"), the Reporting Person was awarded a grant of 35,824 shares of restricted stock. The restrictions on the restricted stock will expire in equal installments on the first, second and third anniversaries of Grant Date 2009. The expiration of the restrictions on the restricted shares will be accelerated upon (i) a change in control of the Company or (ii) the death, disability or termination of employment without cause of the Reporting Person. To date, 23,882 restricted shares awarded on Grant Date 2009 have expired.
( 3)  Includes 58,022 shares of restricted stock, which restrictions expire in full on December 17, 2012. The expiration of the restrictions on the restricted shares will be accelerated upon (i) a change in control of the Company or (ii) the death, disability or termination of employment without cause of the Reporting Person.
( 4)  The Reporting Person disclaims beneficial interest in these shares except to the extent of his pecuniary interest therein.
( 5)  Each stock option was awarded at an exercise price of $28.48 per share, which price is equal to the closing price on December 17, 2007 ("Grant Date 2007"). The options will vest in full on the fifth anniversary of Grant Date 2007. The vesting of the options will be accelerated in the event of (i) a change of control of the Company or (ii) the death, disability or termination without cause of the Reporting Person. The expiration of the options shall not be accelerated, except in the event of a termination of employment with cause or by a voluntary termination of employment.
( 6)  These options are fully vested and exercisable. The expiration of these stock options shall not be accelerated.
( 7)  Each stock option was awarded at an exercise price of $21.64 per share, which price is equal to the closing price on Grant Date 2009. The options awarded will vest in equal installments on the first, second and third anniversaries of Grant Date 2009. The vesting of the options will be accelerated in the event of (i) a change of control of the Company or (ii) the death, disability or termination without cause of the Reporting Person. The expiration of the options shall not be accelerated, except in the event of a termination of employment with cause or by a voluntary termination of employment. 309,450 options of the award are fully vested and exercisable.
( 8)  Each stock option was awarded at an exercise price of $24.80 per share, which price is equal to the closing price on December 13, 2010 ("Grant Date 2010"). The options awarded will vest in equal installments on the first, second and third anniversaries of Grant Date 2010. The vesting of the options will be accelerated in the event of (i) a change of control of the Company or (ii) the death, disability or termination without cause of the Reporting Person. The expiration of the options shall not be accelerated, except in the event of a termination of employment with cause or by a voluntary termination of employment. 160,839 options of the award are fully vested and exercisable.
( 9)  71,293 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. The restrictions on the Reporting Person's RSUs will be accelerated in the event of his death, disability or termination of employment without cause.
( 10)  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"). 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
LINDEMANN GEORGE L
5051 WESTHEIMER ROAD
HOUSTON, TX 77056-5306 		X
Chairman & CEO

Signatures
Robert M. Kerrigan, III for George L. Lindemann 1/17/2012
** 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.
Southern Union (NYSE:SUG)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more Southern Union Charts.
Southern Union (NYSE:SUG)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more Southern Union Charts.