0001140361-11-052458.txt : 20111108 0001140361-11-052458.hdr.sgml : 20111108 20111108215454 ACCESSION NUMBER: 0001140361-11-052458 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20111106 FILED AS OF DATE: 20111108 DATE AS OF CHANGE: 20111108 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Marshall Richard N CENTRAL INDEX KEY: 0001380705 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06407 FILM NUMBER: 111189399 MAIL ADDRESS: STREET 1: 5444 WESTHEIMER ROAD CITY: HOUSTON STATE: TX ZIP: 77056 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN UNION CO CENTRAL INDEX KEY: 0000203248 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 750571592 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5051 WESTHEIMER RD CITY: HOUSTON STATE: TX ZIP: 77056-5622 BUSINESS PHONE: (713) 989-2000 MAIL ADDRESS: STREET 1: 5051 WESTHEIMER RD CITY: HOUSTON STATE: TX ZIP: 77056-5622 4 1 doc1.xml FORM 4 X0304 4 2011-11-06 0 0000203248 SOUTHERN UNION CO SUG 0001380705 Marshall Richard N 5051 WESTHEIMER ROAD HOUSTON TX 77056-5306 0 1 0 0 SVP & Chief Financial Officer Common Stock 11724.9207 I Supplemental Deferred Compensation Plan Common Stock 2949.577 I 401(k) Plan Common Stock 1037.284 D Common Stock 1050 D Employee Stock Option (Right to Purchase) 16.8255 2014-02-06 Common Stock 8269 8269 D Employee Stock Option (Right to Purchase) 24.057 2015-07-26 Common Stock 683 683 D Stock Appreciation Rights 28.07 2016-12-28 Common Stock 19299 19299 D Stock Appreciation Rights 28.48 2017-12-17 Common Stock 38685 38685 D Cash Restricted Stock Units Common Stock 15464 15464 D Stock Appreciation Rights 12.55 2018-12-15 Common Stock 95336 95336 D Cash Restricted Stock Units Common Stock 13305 13305 D Stock Appreciation Rights (Common Stock) 21.64 2019-12-15 Common Stock 46703 46703 D Cash Restricted Stock Units Common Stock 9681 9681 D Stock Appreciation Rights 24.80 2020-12-13 Common Stock 32168 32168 D Cash Restricted Stock Units 2011-11-07 4 A 0 11289 A Common Stock 11289 11289 D This information concerns shares held under the Issuer's Supplemental Deferred Compensation Plan. Shares purchased for the plan by the plan trustee are purchased at the sole discretion of the trustee, at such prices as were available in the open market at the time of such purchases. This information concerns shares held under the Issuer's 401(k) Plan. Information reported herein is based on a plan statement for the period ended December 31, 2010. The Reporting Person owns these shares jointly with his spouse. The options are fully vested and exercisable. 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 December 28, 2006 ("Grant Date 2006"). The Stock appreciation rights granted on Grant Date 2006 are fully vested and exercisable. 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 2007. The Stock appreciation rights granted on Grant Date 2007 are fully vested and exercisable. 23,195 cash restricted stock units were awarded to the Reporting Person on December 15, 2008 ("Grant Date 2008"). The cash restricted stock units permit the Reporting Person 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 the award will expire in equal installments on the first, second and third anniversaries of Grant Date 2008. To date, restrictions have expired on 15,463 of the cash restricted stock units. Restrictions on an additional 7,732 cash restricted stock units will expire on December 15, 2011. Stock appreciation rights will be settled in shares of common stock at an exercise price of $12.55 per share, which was equal to the closing price on the Grant Date 2008. The award will vest in equal installments on the first, second and third anniversaries of Grant Date 2008. To date 63,557 shares have vested. An additional 31,779 stock appreciation rights will vest on December 15, 2011. 13,305 cash restricted stock units were awarded to the Reporting Person on December 15, 2009 ("Grant Date 2009"). The cash restricted stock units permit the Reporting Person 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 the award will expire in equal installments on the first, second and third anniversaries of Grant Date 2009. To date, restrictions have expired on 4,435 cash restricted stock units. Restrictions on an additional 4,435 cash restricted stock units will expire on December 15, 2011. Stock appreciation rights will be settled in shares of common stock at an exercise price of $21.64 per share, which was equal to the closing price on the Grant Date 2009. The award will vest in equal installments on the first, second and third anniversaries of Grant Date 2009. To date, 15,567 shares have vested. An additional 15,567 stock apprecation rights will vest on December 15, 2011. 9,681 cash restricted stock units were awarded to the Reporting Person on December 13, 2010 ("Grant Date 2010"). The cash restricted stock units permit the Reporting Person 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 the award will expire in equal installments on the first, second and third anniversaries of Grant Date 2010. Stock appreciation rights will be settled in shares of common stock at an exercise price of $24.80 per share, which was equal to the closing price on the Grant Date 2010. The award will vest in equal installments on the first, second and third anniversaries of Grant Date 2010. 11,289 cash restricted stock units ("RSUs") were awarded to the Reporting Person on November 6, 2011 ("Grant Date 2011"). The RSUs were awarded in accordance with the Company's Third Amended and Restated 2003 Stock and Incentive Plan. The RSUs permit the Reporting Person to receive 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 the dates such restrictions expire. Restrictions on such award will expire in equal amounts on the first, second and third anniversaries of Grant Date 2011, unless the restrictions are earlier terminated in accordance with the Plan or the applicable award agreement. On July 19, 2011, the Company entered into a Second Amended and Restated Agreement and Plan of Merger with Energy Transfer Equity, L.P. ("ETE") and Sigma Acquisition Corporation, a wholly-owned subsidiary of ETE (as amended by Amendment No. 1 to Agreement and Plan of Merger dated as of September 14, 2011, the "Merger Agreement"). The RSUs awarded to the Reporting Person will be treated in accordance with the terms and conditions of the Merger Agreement. The Merger Agreement is available in its entirety as Annex A to the Company's definitive Proxy Statement filed with the SEC on October 27, 2011. Robert M. Kerrigan, III for Richard N. Marshall 2011-11-08