FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ALLEGHENY ENERGY, INC [ AYE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/25/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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, par value $1.25 per share | 02/25/2011 | D | 24,836.131 | D | (1) | 0 | D | |||
Common Stock, par value $1.25 per share | 02/25/2011 | D | 6,435.8497 | D | (2) | 0 | I | ESOSP(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 options (right to buy) | $14.7 | 02/25/2011 | D | 50,000 | (3) | 08/09/2014 | Common Stock | 50,000 | (3) | 0 | D | ||||
Employee stock options (right to buy) | $53.67 | 02/25/2011 | D | 10,470 | (4) | 02/22/2018 | Common Stock | 10,470 | (4) | 0 | D | ||||
Employee stock options (right to buy) | $23.64 | 02/25/2011 | D | 26,318 | (5) | 02/27/2019 | Common Stock | 26,318 | (5) | 0 | D | ||||
Restricted Stock Units | (6) | 02/25/2011 | A | 18,662.41 | (6) | (6) | Common Stock | 18,662.41 | (6) | 18,662.41 | D | ||||
Restricted Stock Units | (6) | 02/25/2011 | D | 18,662.41 | (6) | (6) | Common Stock | 18,662.41 | (6) | 0 | D |
Explanation of Responses: |
1. Disposed of pursuant to the merger (the "Merger") of Allegheny Energy, Inc. ("Allegheny") with a subsidiary of FirstEnergy Corp. ("FirstEnergy") in exchange for 7,013 shares of the common stock, par value $0.10 per share, of FirstEnergy ("First Energy Common Stock") having a market value, based on the closing price of a share of FirstEnergy Common Stock on the New York Stock Exchange on the effective date of the Merger, of $37.75 per share. |
2. Immediately prior to the closing of the Merger, the shares of the common stock, par value $1.25 per share, of Allegheny ("Allegheny Common Stock") that Mr. Dudzinski held indirectly through the Allegheny Energy, Inc. Employee Stock Ownership and Savings Plan that, upon the effectiveness of the Merger, were disposed of in exchange for 4,292 shares of FirstEnergy Common Stock. |
3. These employee stock options, which originally were granted under Allegheny's 1998 Long Term Incentive Plan, became fully vested on September 28, 2010 in connection with approval of the Merger by Allegheny's stockholders. Simultaneously with the closing of the Merger on February 25, 2011, each option converted to an option to purchase 0.667 shares of FirstEnergy Common Stock at an exercise price of $22.04 per share. |
4. These employee stock options, which originally were granted under Allegheny's 1998 Long Term Incentive Plan, became fully vested on September 28, 2010 in connection with approval of the Merger by Allegheny's stockholders. Simultaneously with the closing of the Merger on February 25, 2011, each option converted to an option to purchase 0.667 shares of FirstEnergy Common Stock at an exercise price of $80.46 per share. |
5. These employee stock options, which originally were granted under Allegheny's 2008 Long Term Incentive Plan, became fully vested on September 28, 2010 in connection with approval of the Merger by Allegheny's stockholders. Simultaneously with the closing of the Merger on February 25, 2011, each option converted to an option to purchase 0.667 shares of FirstEnergy Common Stock at an exercise price of $35.44 per share. |
6. Mr. Dudzinski received a grant of performance shares in 2010 that, by its terms, would have resulted in the issuance to Mr. Dudzinski, in March 2013, of up to 33,296 shares of Allegheny Common Stock, based on the achievement of corporate performance goals in 2010, 2011 and 2012. Based on certain performance criteria now deemed to have been satisfied in connection with the Merger and the conversion of the performance shares to restricted stock units, Mr. Dudzinski became entitled to receive 18,662.41 restricted stock units, each representing the right to one share of Allegheny Common Stock, which immediately thereafter, converted to 12,447.83 restricted stock units, each representing the right to one share of FirstEnergy Common Stock, to be issued to Mr. Dudzinski within 30 days following the termination of his employment as a result of the Merger. |
/s/ Amanda J. Skov, Attorney-in-Fact | 03/01/2011 | |
** 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 Number. |