0001140361-12-002799.txt : 20120117
0001140361-12-002799.hdr.sgml : 20120116
20120117172658
ACCESSION NUMBER: 0001140361-12-002799
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20120113
FILED AS OF DATE: 20120117
DATE AS OF CHANGE: 20120117
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: 12530369
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
2012-01-13
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
2012-01-13
4
P
0
41.5541
42.56
A
11766.4748
I
Supplemental Deferred Compensation 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
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.
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
2012-01-17