0001140361-12-004845.txt : 20120201
0001140361-12-004845.hdr.sgml : 20120201
20120201185156
ACCESSION NUMBER: 0001140361-12-004845
CONFORMED SUBMISSION TYPE: 4/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20111106
FILED AS OF DATE: 20120201
DATE AS OF CHANGE: 20120201
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Farrell Roger A.
CENTRAL INDEX KEY: 0001444613
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-06407
FILM NUMBER: 12563861
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/A
1
doc1.xml
FORM 4/A
X0304
4/A
2011-11-06
2011-11-08
0
0000203248
SOUTHERN UNION CO
SUG
0001444613
Farrell Roger A.
5051 WESTHEIMER ROAD
HOUSTON
TX
77056-5306
0
1
0
0
SVP, Midstream Operations
Common Stock
5000
D
Cash Restricted Stock Units
Common Stock
1628
1628
D
Stock Appreciation Rights
12.55
2018-12-15
Common Stock
20071
20071
D
Cash Restricted Stock Units
2019-12-15
Common Stock
2802
2802
D
Stock Appreciation Rights
21.64
2019-12-15
Common Stock
14749
14749
D
Cash Restricted Stock Units
Common Stock
7261
7261
D
Stock Appreciation Rights
2020-12-13
Common Stock
24126
24126
D
Cash Restricted Stock Units
2011-11-06
4
A
0
4753
A
Common Stock
4753
4753
D
A Form 4 filed on behalf of the Reporting Person on November 8, 2011, incorrectly reflected beneficial ownership of 9,200 shares of Company stock. The correct amount of shares of Company stock beneficially owned is 5,000.
4,884 cash restricted stock units were awarded to the Reporting Person on December 15, 2008 (the "Grant Date"). 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 expire in equal installments on the first, second and third anniversaries of Grant Date 2008. To date, restrictions have expired on 3,256 cash restricted stock units. Restrictions on an additional 1,628 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. The award will vest in equal installments on the first, second and third anniversaries of Grant Date 2008. To date 13,380 stock appreciation rights have vested and are exerciseable. An additional 6,691 stock appreciation rights will vest on December 15, 2011.
4,202 cash restricted stock units were awarded to the Reporting Person on December 15, 2009 (the "Grant Date"). 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 1,400 cash restricted stock 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 the Grant Date. The award will vest in equal installments on the first, second and third anniversaries of Grant Date 2009. 4,916 stock appreciation rights vested on December 15, 2010.
7,261 cash restricted stock units were awarded to the Reporting Person on December 13, 2010 (the "Grant Date"). 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.
4,753 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 Roger A. Farrell
2012-02-01