SEC FORM 5

SEC Form 5

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^*

Herschmann Eric D

(Last)

(First)

(Middle)

C/O SOUTHERN UNION COMPANY

5444 WESTHEIMER ROAD

(Street)

HOUSTON

77056

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SOUTHERN UNION CO [ SUG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and COO

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/11/2008		G	3,000	D	⁽²⁾	426,600.1⁽¹⁾	D
Common Stock							9,100⁽³⁾	I	Owned by minor children

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Options (right to purchase)	$23.6191						⁽⁴⁾	06/27/2015	Common Stock	262,500		262,500	D
Employee Stock Options (right to purchase)	$23.63						⁽⁵⁾	12/30/2015	Common Stock	100,000		100,000	D
Employee Stock Options (right to purchase)	$28.48						⁽⁶⁾	12/17/2017	Common Stock	275,629		275,629	D
Employee Stock Options (right to purchase)	$12.55						⁽⁷⁾	12/15/2018	Common Stock	292,934		292,934	D

Explanation of Responses:

1. Includes a grant of restricted stock of 58,022 awarded on December 17, 2007 ("Grant Date 2007") for which restrictions on 19,340 have expired. Restrictions on the remaining shares will expire in pro-rata amounts on the second and third anniversaries of Grant Date 2007. The amount also includes a grant of 207,066 restricted shares awarded on December 15, 2008 ("Grant Date 2008"). The restrictions on the shares awarded on Grant Date 2008 will expire in pro-rata amounts on the first, second and third anniversaries of Grant Date 2008.The expiration of the restrictions on the restricted shares will be accelerated upon (i) a change in control of the Issuer or (ii) the death, disability or termination of employment without cause of the Reporting Person.

2. This transaction was a bona fide gift; as such, no price is required.

3. The Reporting Person may be deemed to hold indirectly 9,100 shares owned by his minor children; however, the Reporting Person hereby continues to disclaim any beneficial in these shares, except to the extent of his pecuniary interest therein.

4. These options are fully vested and exercisable. The expiration of the options shall not be accelerated.

5. These options are fully vested and exercisable. The expiration of the options shall not be accelerated.

6. Each stock option was awarded at an exercise price of $28.48 per share, which price is equal to the closing price on Grant Date 2007. The options will vest in equal annual installments on the first, second and third anniversaries of Grant Date 2007. The vesting of the options will be accelerated in the event of (i) a change of control of the Company or (ii) the death, disability or termination without cause of the Reporting Person. The expiration of the options shall not be accelerated, except in the event of a termination of employment with cause. To date, 91,876 options have vested.

7. Each stock option was awarded at an exercise price of $12.55 per share, which price is equal to the closing price on Grant Date 2008. The options awarded will vest in equal installments on the first, second and third anniversaries of Grant Date 2008. The vesting of the options will be accelerated in the event of (i) a change of control of the Company or (ii) the death, disability or termination without cause of the Reporting Person. The expiration of the options shall not be accelerated, except in the event of a termination of employment with cause.

Remarks:

	Robert M. Kerrigan, III for Eric D. Herschmann	02/14/2009
	** 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).
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