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
Spectra Energy Corp. [ SE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/27/2017 | ||||||||||||||||||||||||||
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 | 02/27/2017 | D | 7,364(1) | D | (2) | 0 | D | |||
Common Stock | 02/27/2017 | D | 13,042 | D | (2) | 0 | I | Retirement Savings Plan |
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 | ||||||||
Performance Shares Feb 2015 | (3) | 02/27/2017 | D | 4,150 | 02/17/2018 | (4) | Common Stock | 4,150 | (2) | 0 | D | ||||
Performance Shares Feb 2016 | (3) | 02/27/2017(5) | D | 4,500 | 02/16/2019 | (4) | Common Stock | 4,500 | (2) | 0 | D | ||||
LTIP Phantom Stock Grant Feb 2015 | (6) | 02/27/2017(7) | D | 2,650 | 02/17/2018 | 02/17/2018 | Common Stock | 2,650 | (2) | 0 | D | ||||
LTIP Phantom Stock Grant Feb 2016 | (8) | 02/27/2017(9) | D | 4,200 | 02/16/2019 | 02/16/2019 | Common Stock | 4,200 | (2) | 0 | D | ||||
LTIP Phantom Stock Grant Feb 2017 | (10) | 02/27/2017(9) | D | 5,550 | 02/14/2020 | 02/14/2020 | Common Stock | 5,550 | (2) | 0 | D |
Explanation of Responses: |
1. Includes shares acquired pursuant to dividend reinvestment. |
2. 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 an Enbridge common share, with cash paid in lieu of fractional shares, in accordance with the Merger Agreement (the "Merger Consideration"). |
3. The number of performance shares that vest is based on the achievement of a specified total shareholder return for Spectra Energy Corp Common Stock. |
4. Expiration date not applicable. |
5. 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. |
6. Each share of phantom stock represents the right to receive the cash value of one share of Spectra Energy Corp Common Stock. |
7. 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. |
8. Converts to Common Stock on a 1-for-1 basis. |
9. 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. |
10. Each phantom unit represents the economic equivalent of one share of common stock. Upon settlement, the phantom units will be settled (i) 50% in cash and (ii) 50% in shares of the Company's common stock. |
Remarks: |
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 withthe 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/ Annachiara Jones, attorney-in-fact | 03/01/2017 | |
** 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. |