0001140361-11-052459.txt : 20111108 0001140361-11-052459.hdr.sgml : 20111108 20111108215539 ACCESSION NUMBER: 0001140361-11-052459 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: Herschmann Eric D CENTRAL INDEX KEY: 0001315134 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06407 FILM NUMBER: 111189401 MAIL ADDRESS: STREET 1: C/O SOUTHERN UNION COMPANY STREET 2: 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 0001315134 Herschmann Eric D 5051 WESTHEIMER ROAD HOUSTON TX 77056-5306 1 1 0 0 Vice Chairman, President & COO Common Stock 552591.1 D Common Stock 15100 I Owned by Children Employee Stock Option (right to purchase) 23.6191 2015-06-27 Common Stock 262500 262500 D Employee Stock Option (right to purchase) 23.63 2015-12-30 Common Stock 100000 100000 D Employee Stock Option (right to purchase) 28.48 2017-12-17 Common Stock 275629 275629 D Employee Stock Option (right to purchase) 12.55 2018-12-15 Common Stock 292934 292934 D Employee Stock Option (right to purchase) 21.64 2019-12-15 Common Stock 140107 140107 D Employee Stock Option (right to purchase) 24.80 2020-12-13 Common Stock 114598 114598 D Cash Restricted Stock Units 2011-11-06 4 A 0 71293 A Common Stock 71293 71293 D This share amount includes 103,457 restricted shares awarded to the Reporting person on December 13, 2010 ("Grant Date 2010"). The restrictions on the restricted stock will expire in equal installments on the first, second and third anniversaries of Grant Date 2010. The expiration of the restrictions on the restricted shares will be accelerated upon (i) a change in control of the Company or (ii) the death, disability or termination of employment without cause of the Reporting Person. This share amount includes 119,743 restricted shares awarded to the Reporting person on December 15, 2009 ("Grant Date 2009"). The restrictions on the restricted stock will expire in equal installments on the first, second and third anniversaries of Grant Date 2009. The expiration of the restrictions on the restricted shares will be accelerated upon (i) a change in control of the Company or (ii) the death, disability or termination of employment without cause of the Reporting Person. To date, restrictions on 39,914 restricted shares have expired. This share amount includes 207,066 restricted shares awarded for the Reporting Person on December 15, 2008 ("Grant Date 2008"). The expiration of the restrictions on the restricted shares will be accelerated upon (i) a change in control of the Company or (ii) the death, disability or termination of employment without cause of the Reporting Person. To date, restrictions on 138,044 restricted shares awarded on Grant Date 2008 have expired. The Reporting Person may be deemed to hold indirectly 15,100 shares owned by his minor children; however, the Reporting Person disclaims any beneficial ownership of these shares, except to the extent of his pecuniary interest therein. These options are fully vested and currently exercisable. The expiration of these stock options shall not be accelerated. Each stock option was awarded at an exercise price of $12.55 per share, which was equal to the closing price on Grant Date 2008. The stock options awarded will vest in equal increments on the first, second and third anniversaries of Grant Date 2008. The vesting of these options will be accelerated in the event of (i) a change of control of the Company or (ii) the death, disability or termination of employment 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 or by a voluntary termination of employment. To date, 195,289 stock options have vested and are exerciseable. Each stock option was awarded at an exercise price of $21.64 per share, which price is equal to the closing price on Grant Date 2009. The options awarded will vest in equal installments on the first, second and third anniversaries of Grant Date 2009. 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 or by a voluntary termination of employment. To date, 46,702 stock options have vested and are exerciseable. Each stock option was awarded at an exercise price of $24.80 per share, which price is equal to the closing price on Grant Date 2010. The options awarded will vest in equal installments on the first, second and third anniversaries of Grant Date 2010. 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 or by a voluntary termination of employment. 71,293 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. The restrictions on the Reporting Person's RSUs also will be accelerated in the event of his death, disability or termination of employment without cause. 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 Eric D. Herschmann 2011-11-08