FORM 5
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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 *

GITTER KURT A

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. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2011 
(Street)

HOUSTON, TX 77056

(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)
Amount (A) or (D) Price
Common Stock   12/31/2011     P   4524.743   A   (1) 56520.148   I   Director's Deferred Compensation Plan   (1)
Common Stock   2/17/2011     G   1000   D   (2) 231435   D    
Common Stock   2/18/2011     G   180   D   (2) 231255   D    
Common Stock   3/21/2011     G   1000   D   (2) 230255   D    
Common Stock   7/19/2011     G   121   D   (2) 230134   D    
Common Stock   8/16/2011     G   121   D   (2) 230013   D    
Common Stock   10/7/2011     G   124   D   (2) 229889   D    
Common Stock   10/20/2011     G   122   D   (2) 229767   D    
Common Stock   12/6/2011     G   120   D   (2) 229647   D    
Common Stock   12/27/2011     G   119   D   (2) 229528   D    
Common Stock                 6728   (3) I   Owned by Daughter  

Table II - Derivative Securities Acquired, Disposed of, or 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
(MM/DD/YYYY)
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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (right to purchase)   $ 16.98                   (4) 5/28/2019   Common Stock   14815     14815   D    
Stock Options (right to purchase)   $ 25.6                   (4) 5/4/2020   Common Stock   10940     10940   D    

Explanation of Responses:
( 1)  This information concerns shares held under the Issuer's Director's Deferred Compensation Plan. This report reflects shares purchased for the plan by the plan trustee, at such prices as were available in the open market at the time of such purchases. Information reported herein is based on a plan statement for the period ended December 31, 2011.
( 2)  The transaction was a bona fide gift; as such, no price is required.
( 3)  The Reporting Person disclaims any beneficial ownership interest in these shares; except to the extent of his pecuniary interest therein.
( 4)  These options are fully vested and exercisable.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
GITTER KURT A
C/O SOUTHERN UNION COMPANY
5051 WESTHEIMER ROAD
HOUSTON, TX 77056
X



Signatures
Robert M. Kerrigan, III for Kurt A. Gitter 2/14/2012
** 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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