FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
Form 3 Holdings Reported. | |||||||||||||||||
Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SOUTHERN UNION CO [ SUG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2007 | ||||||||||||||||||||||||||
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 at end of Issuer's Fiscal Year (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 | 12/31/2007 | A | 38.1145 | A | (1) | 2,964.4499 | I | 401(k) Plan(1) | |||||||
Common Stock | 12/31/2007 | A | 1,012.4302 | A | (2) | 10,586.687 | I | Supplemental Deferred Compensation Plan(2) | |||||||
Common Stock | 1,037.284 | D(3) | |||||||||||||
Common Stock | 264 | D | |||||||||||||
Common Stock (Restricted) | 786 | D(4) |
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) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Cash Restricted Units | (5) | (5) | (5) | Common Stock | 6,079 | 6,079 | D | |||||||
Stock Appreciation Rights | $28.07 | (6) | 12/27/2016 | Common Stock | 19,299 | 19,299 | D | |||||||
Employee Stock Option (Right to purchase) | $16.8255 | (7) | 02/06/2014 | Common Stock | 8,269 | 8,269 | D | |||||||
Employee Stock Option (Right to purchase) | $24.057 | (8) | 07/26/2015 | Common Stock | 683 | 683 | D | |||||||
Cash Restricted Units | (9) | (9) | (9) | Common Stock | 8,144 | 8,144 | D | |||||||
Stock Appreciation Rights | $28.48 | (10) | (10) | Common Stock | 38,685 | 38,685 | D |
Explanation of Responses: |
1. This information concerns shares held under the Issuer's 401(k) 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. Information reported herein is based on a plan statement for the period ended December 31, 2007. |
2. 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 on the open market at the time of such purchases. Information reported herein is based on a plan statement for the period ended December 31, 2007. |
3. The Reporting Person owns these shares jointly with his spouse; however, the Reporting Person disclaims beneficial ownership in such shares except to the extent of his pecuniary interest therein. |
4. The restrictions on these shares expire pursuant to the following schedule: 262 on July 26, 2008 and 262 on July 26, 2009. Restrictions on 262 shares have expired and are held directly. |
5. The cash restricted units awarded on December 28, 2006 (the "Grant Date") permit the recipient to receive, on predetermined dates upon expiration of applicable restrictions, 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 such dates. Restrictions on each award will expire in equal annual installments on the first, second and third anniversaries of the Grant Date. |
6. Stock appreciation rights will be settled in shares of common stock at an exercise price of $28.07 per share, which was equal to the closing price on the Grant Date. The award will vest in equal annual installments on the first, second and third anniversaries of the Grant Date. |
7. The Reporting Person will become vested in these options pursuant to the following schedule: 1,654 on March 1, 2008 and 1,654 on March 1, 2009. The remaining 4,961 options are currently exercisable. |
8. The Reporting Person will become vested in these options pursuant to the following schedule: 170 on July 26, 2008 and 170 on July 26, 2009. The remaining 343 options are currently exercisable. |
9. The cash restricted units awarded on December 17, 2007 (the "Grant Date") permit the recipient to receive, on predetermined dates upon expiration of applicable restrictions, 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 such dates. Restrictions on each award will expire in equal annual installments on the first, second and third anniversaries of the Grant Date. |
10. Stock appreciation rights will be settled in shares of common stock at an exercise price of $28.48 per share, which was equal to the closing price on the Grant Date. The award will vest in equal annual installments on the first, second and third anniversaries of the Grant Date. |
Remarks: |
Robert M. Kerrigan, III for Richard N. Marshall | 02/14/2008 | |
** 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. |