SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* REYNOLDS STEPHEN P (Last) (First) (Middle) 10885 NE 4TH STREET, PSE-12 (Street) BELLEVUE WA 98004-5591 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PUGET ENERGY INC /WA [ PSD ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chairman, President and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 02/06/2009
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common	02/06/2009		D		40,107	D	$30(1)	0	D
Common	02/06/2009		D		146,047	D	$30(1)	0	I	By Brokerage Account
Common	02/06/2009		D		950	D	$30(1)	0	I	By spouse through brokerage account

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
LTIP	$0(2)	02/06/2009		D			50,282	12/31/2008	12/31/2008	Common	50,282	$0(3)	0	D
LTIP	$0(2)	02/06/2009		D			45,355	12/31/2009	12/31/2009	Common	45,355	$0(3)	0	D
LTIP	$0(4)	02/06/2009		D			35,163	12/31/2010	12/31/2010	Common	35,163	$0(3)	0	D
LTIP - Stock Options(5)	$22.51	02/06/2009		D			40,000	01/07/2003	01/07/2012	Common	40,000	$0(6)	0	D
PSE Deferred Compensation Plan	$0(7)	02/06/2009		D			80,546	(8)	(8)	Common	80,546	$0(9)	0	D
Stock Options - A(10)	$22.51	02/06/2009		D			110,000	01/07/2003	01/07/2012	Common	110,000	$0(6)	0	D
Stock Options - B(11)	$22.51	02/06/2009		D			150,000	01/07/2003	01/07/2012	Common	150,000	$0(6)	0	D

Explanation of Responses:

1. Disposed of pursuant to Agreement and Plan of Merger dated October 25, 2007 among the issuer, Padua Holdings LLC (now Puget Holdings LLC), Padua Intermediate Holdings Inc. (now Puget Intermediate Holdings Inc.) and Padua Merger Sub Inc. (now Puget Merger Sub Inc.) at a price per share of $30, less any applicable tax withholding.

2. Performance shares grants under the Puget Energy Long Term Incentive Plan (LTIP) for Officers and Key Employees. LTIP performance shares are paid in stock (or cash) when vested from zero to 175% of LTIP performance shares granted.

3. Disposed of pursuant to the merger agreement referenced above in exchange for a cash payment equal to $30.00 per share for the number of shares that were issuable upon the achievement, for each outstanding award cycle, of (i) the target performance level for the applicable cycle and (ii) the performance measures that the issuer had achieved for the applicable cycle during the period commencing upon the starting year of such cycle and ending with the fiscal quarter immediately preceding the merger, plus the dividend equivalents associated with the number of shares.

4. LTIP share grants under the Puget Energy Long-Term Incentive Plan for Officers and Key Employees. LTIP Shares are paid in stock (or up to 50% in cash) when vested in an amount ranging from zero to 155.5% of LTIP Share Grants.

5. Non-qualified stock option grant to purchase 40,000 shares of common stock with a term of ten years, under the Puget Energy Long-Term Incentive Plan for Officers and Key Employees. Share grants vest over a period of four years from January 1, 2002 at twenty-five percent per year.

6. Disposed of pursuant to the merger agreement referenced above in exchange for a cash payment per share equal to the difference between $30.00 and the option exercise price, less any applicable tax withholding.

7. One common share will be received for each stock unit.

8. Phantom share units deferred in the Puget Sound Energy Deferred Compensation Plan.

9. Disposed of pursuant to the merger agreement referenced above and the terms of the applicable plans through reallocation to plan measurement funds other than a company stock fund or phantom share units, as applicable.

10. Nonqualified stock option grant to purchase 110,000 shares of common stock with a term of ten years. Share grants vest over a period of four years from January 1, 2002 at twenty-five percent per year.

11. Nonqualified stock option grant to purchase 150,000 shares of common stock with a term of ten years. Share grants vest over a period of five years from January 1, 2002 at twenty percent per year.

Remarks:

	/s/ Samuel S. Osborne, Attorney-in-Fact	02/09/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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