0001140361-12-002086.txt : 20120111
0001140361-12-002086.hdr.sgml : 20120111
20120111193727
ACCESSION NUMBER: 0001140361-12-002086
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: Gaudiosi Monica M
CENTRAL INDEX KEY: 0001385858
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-06407
FILM NUMBER: 12523045
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
0001385858
Gaudiosi Monica M
5051 WESTHEIMER ROAD
HOUSTON
X1
77056-5306
0
1
0
0
SVP & General Counsel
Common Stock
2012-01-09
5
J
0
5613.7
42.2625
D
0
I
401(k) Savings Plan
Common Stock
11500
D
Employee Stock Option (Right to purchase)
24.0572
2015-07-26
Common Stock
1365
1365
D
Employee Stock Option(Right to purchase)
22.68
2015-11-11
Common Stock
25000
25000
D
Stock Appreciation Rights
28.07
2016-12-28
Common Stock
23753
23753
D
Stock Appreciation Rights
28.48
2017-12-17
Common Stock
38685
38685
D
Cash Restricted Stock Units
Common Stock
7732
7732
D
Stock Appreciation Rights
12.55
2018-12-15
Common Stock
95336
95336
D
Cash Restricted Stock Units
Common Stock
8870
8870
D
Stock Appreciation Rights
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
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 exerciseable.
Stock appreciation rights are currently vested and exerciseable.
23,195 cash restricted stock units were awarded to the Reporting Person on 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 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 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 will vest in equal annual installments on the first, second and third anniversaries of Grant Date 2008. To date, 31,778 stock appreciation rights are currently vested and exerciseable. An additional 31,779 stock appreciation rights will vest on December 15, 2010.
13,305 cash restricted stock units were awarded to the Reporting Person on 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 each award expire in equal installments on the first, second and third anniversaries of Grant Date 2009. Restrictions on 4,435 on 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 $21.64 per share, which was equal to the closing price on Grant Date 2009. The award will vest in equal installments on the first, second and third anniversaries of Grant Date 2009. 15,567 stock appreciation rights will vest on December 15, 2010.
9,681 cash restricted stock units were awarded to the Reporting Person on 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 each award 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 will vest 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 ("Merger Sub") (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 Monica M. Gaudiosi
2012-01-11