0001140361-12-002084.txt : 20120111 0001140361-12-002084.hdr.sgml : 20120111 20120111193535 ACCESSION NUMBER: 0001140361-12-002084 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120109 FILED AS OF DATE: 20120111 DATE AS OF CHANGE: 20120111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bond Robert O CENTRAL INDEX KEY: 0001323640 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06407 FILM NUMBER: 12523043 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 2012-01-09 0 0000203248 SOUTHERN UNION CO SUG 0001323640 Bond Robert O 5150 WESTHEIMER ROAD HOUSTON TX 77056-5306 0 1 0 0 SVP, Pipeline Operations Common Stock 2012-01-09 5 J 0 1457 42.2625 D 0 I 401(k) Savings Plan Employee Stock Option (right to purchase) 16.8255 2014-02-06 Common Stock 16538 16538 D Employee Stock Option (right to purchase) 22.68 2015-11-11 Common Stock 100000 100000 D Stock Appreciation Rights 28.07 2016-12-28 Common Stock 23753 23753 D Stock Appreciation Rights 28.48 2017-12-17 Common Stock 60445 60445 D Cash Restricted Stock Units Common Stock 7732 7732 D Stock Appreciation Rights 2018-12-15 Common Stock 95336 95336 D Cash Restricted stock Units Common Stock 7470 7470 D Stock Appreciation Rights 2019-12-15 Common Stock 39329 39329 D Cash Restricted Stock Units Common Stock 9681 9681 D Stock Appreciation Rights 2020-12-13 Common Stock 32168 32168 D Cash Restricted Stock Units Common Stock 7724 7724 D 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"). Pursuant to the Merger Agreement, ETE exercised its right to request that the Company eliminate from the Southern Union Savings Plan (the "Savings Plan") all shares of Company common stock. Accordingly, the trustee of the Savings Plan liquidated all shares of Company common stock held in the Savings Plan, including those held by the Reporting Person. The share price reflected represents the average sale price realized by the trustee of the Savings Plan in open market trading on all shares held in the Savings Plan. The options 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 Grant Date 2007. The award vests in equal installments on the first, second and third anniversaries of Grant Date 2007. As such, 40,296 stock appreciation rights are currently exercisable. The remaining 20,149 stock appreciation rights will vest on December 17, 2010. 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 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 expire in equal installments on the first, second and third anniversaries of Grant Date 2008. To date, restrictions have expired on 7,731 of the cash restricted stock units. Restrictions on an additional 7,732 cash restricted stock units will expire on December 15, 2010. 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 Grant Date 2008. The award vests in equal installments on the first, second and third anniversaries of Grant Date 2008. As such, 31,778 stock appreciation rights are currently exercisable. An additional 31,779 stock appreciation rights will vest on December 15, 2010. 11,204 cash restricted stock units were awarded to the Reporting Person on December 15, 2009 ("Grant Date 2009"). The cash restricted stock units 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 the award will expire in equal installments on the first, second and third anniversaries of Grant Date 2009. Restrictions on 3,734 cash restricted units expired on December 15, 2010. 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 Grant Date 2009. The award vests in equal installments on the first, second and third anniversaries of Grant Date 2009. 13,109 stock appreciation rights will vest on December 15, 2010. 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 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 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 Grant Date 2010. The award vests in equal installments on the first, second and third anniversaries of Grant Date 2010. 7,724 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 Robert O. Bond 2012-01-11