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