0000899243-17-005744.txt : 20170301
0000899243-17-005744.hdr.sgml : 20170301
20170301130915
ACCESSION NUMBER: 0000899243-17-005744
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170227
FILED AS OF DATE: 20170301
DATE AS OF CHANGE: 20170301
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Spectra Energy Corp.
CENTRAL INDEX KEY: 0001373835
STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923]
IRS NUMBER: 205413139
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 5400 WESTHEIMER COURT
CITY: HOUSTON
STATE: TX
ZIP: 77056
BUSINESS PHONE: 704-382-8160
MAIL ADDRESS:
STREET 1: 5400 WESTHEIMER COURT
CITY: HOUSTON
STATE: TX
ZIP: 77056
FORMER COMPANY:
FORMER CONFORMED NAME: Gas SpinCo, Inc.
DATE OF NAME CHANGE: 20060825
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Dill Julie
CENTRAL INDEX KEY: 0001357564
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33007
FILM NUMBER: 17652870
MAIL ADDRESS:
STREET 1: 526 S. CHURCH STREET; EC3XK
CITY: CHARLOTTE
STATE: NC
ZIP: 28202
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-02-27
1
0001373835
Spectra Energy Corp.
SE
0001357564
Dill Julie
5400 WESTHEIMER COURT
HOUSTON
TX
77056
0
1
0
0
Chief Communications Officer
Common Stock
2017-02-27
4
D
0
53539
D
0
D
Common Stock
2017-02-27
4
D
0
14192
D
0
I
Retirement Savings Plan
Option to Purchase Common Stock
2017-02-27
4
D
0
47100
D
Common Stock
47100
0
D
Performance Shares Feb 2015
2017-02-27
4
D
0
10750
D
Common Stock
10750
0
D
Performance Shares Feb 2016
2017-02-27
4
D
0
11400
D
Common Stock
11400
0
D
LTIP Phantom Stock Grant Feb 2015
2017-02-27
4
D
0
6800
D
Common Stock
6800
0
D
LTIP Phantom Stock Grant Feb 2016
2017-02-27
4
D
0
6500
D
Common Stock
6500
0
D
LTIP Phantom Stock Grant Feb 2017
2017-02-27
4
D
0
7150
D
Common Stock
7150
0
D
LTIP Phantom Stock Grant Feb 2017
2017-02-27
4
D
0
7150
D
Common Stock
7150
0
D
Phantom Shares Esp
2017-02-27
4
D
0
121721
D
Common Stock
121721
0
I
By Trustee Executive Savings Plan
Includes shares acquired pursuant to dividend reinvestment.
At the effective time of the Merger, each issued and outstanding share of the common stock of the Issuer was converted into the right to receive 0.984 of an Enbridge common share, with cash paid in lieu of fractional shares, in accordance with the Merger Agreement (the "Merger Consideration").
At the effective time of the Merger, each outstanding option of the Issuer, whether vested or unvested, was automatically be converted into an option to purchase, on the same terms and conditions as were applicable immediately prior to the effective time of the Merger, a number of Enbridge common shares on the terms specified in the Merger Agreement.
At the effective time, each performance stock unit granted in 2014 or 2015 vested (with performance deemed satisfied (1) at 100% in the case of awards granted in 2014, and (2) based on actual performance through the effective time, in the case of awards granted in 2015) and was cancelled and converted into the right to receive the Merger Consideration in respect of each share of common stock of the Issuer underlying such award.
Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding Post-2015 performance based unit of the Issuer were assumed by Enbridge and automatically converted into a corresponding equity incentive award with respect to Enbridge common shares in accordance with the Merger Agreement.
At the effective time of the Merger, each outstanding phantom unit denominated in the common stock of the Issuer was automatically adjusted to represent a phantom unit, on the same terms and conditions as were applicable immediately prior to the effective time of the Merger, denominated in a number of Enbridge common shares in accordance with the Merger Agreement.
At the effective time of the Merger, each right to receive common stock of the Issuer or benefits measured by the value of common stock of the Issuer was automatically adjusted to represent a right to receive benefits measured by the value of Enbridge common shares in accordance with the Merger Agreement.
This Form 4 reports securities disposed pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 5, 2016, a copy of which is filed as Exhibit 2.1 to the Issuer's Form 8-K filed with the SEC on September 6, 2016, and by which the Issuer became a wholly owned subsidiary (the "Merger") of Enbridge Inc ("Enbridge") on February 27, 2017 (the "effective time").
/s/ Anna Jones Attorney-in-Fact
2017-03-01