0001140361-12-002803.txt : 20120117 0001140361-12-002803.hdr.sgml : 20120116 20120117172849 ACCESSION NUMBER: 0001140361-12-002803 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: LINDEMANN GEORGE L CENTRAL INDEX KEY: 0000897631 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06407 FILM NUMBER: 12530380 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: 50TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 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 0000897631 LINDEMANN GEORGE L 5051 WESTHEIMER ROAD HOUSTON TX 77056-5306 1 1 0 0 Chairman & CEO Common Stock 2012-01-13 4 P 0 516.479 42.56 A 146456.4867 I Issuer's Supplemental Deferred Compensation Plan Common Stock 4305351 D Common Stock 3289220 I Owned by Spouse Employee Stock Option (right to purchase) 28.48 2017-12-17 Common Stock 441469 441469 D Employee Stock Option (right to purchase) 12.55 2018-12-15 Common Stock 500000 500000 D Employee Stock Options (right to purchase) 21.64 2019-12-15 Common Stock 464176 464176 D Employee Stock Options (right to purchase) 24.80 2020-12-13 Common Stock 482517 482517 D Cash Restricted Stock Units Common Stock 71293 71293 D This information concerns shares held under the Issuer's Supplemental Deferred Compensation Plan. This report reflects shares purchased for the plan by the plan trustee, at the sole discretion of the trustee, at such prices as were available in the open market at the time of such purchases. On December 15, 2009 ("Grant Date 2009"), the Reporting Person was awarded a grant of 35,824 shares of restricted stock. 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, 23,882 restricted shares awarded on Grant Date 2009 have expired. Includes 58,022 shares of restricted stock, which restrictions expire in full on December 17, 2012. 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. The Reporting Person disclaims beneficial interest in these shares except to the extent of his pecuniary interest therein. Each stock option was awarded at an exercise price of $28.48 per share, which price is equal to the closing price on December 17, 2007 ("Grant Date 2007"). The options will vest in full on the fifth anniversary of Grant Date 2007. 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. These options are fully vested and exercisable. The expiration of these stock options shall not be accelerated. 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. 309,450 options of the award are fully vested and exercisable. Each stock option was awarded at an exercise price of $24.80 per share, which price is equal to the closing price on December 13, 2010 ("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. 160,839 options of the award are fully vested and exercisable. 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 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 George L. Lindemann 2012-01-17