SEC FORM 4

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

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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^*

BAKER JOHN D II

(Last)

(First)

(Middle)

1870 CHALLEN AVENUE

(Street)

JACKSONVILLE

32205

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PROGRESS ENERGY INC [ PGN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2012

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/02/2012		D		7,450	D	⁽¹⁾	0	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Units based on value of Common Stock⁽²⁾	⁽⁴⁾	07/02/2012		D			6,349	⁽⁴⁾	⁽⁴⁾	Common Stock	6,349	⁽⁴⁾	0	D
Units based on value of Common Stock⁽³⁾	⁽⁵⁾	07/02/2012		D			4,283	⁽⁵⁾	⁽⁵⁾	Common Stock	4,283	⁽⁵⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to the merger (the "Merger") of Progress Energy, Inc. ("Progress") with a subsidiary of Duke Energy Corporation ("Duke") whereby each share of Progress common stock, without par value, was converted into .87083 shares of Duke common stock, par value $.001 per share, having a market value based on the closing price of a share of Duke common stock on the New York Stock Exchange on the last day of trading prior to the effective date of the Merger of $69.84 (as adjusted to reflect Duke's 1-for-3 reverse stock split) per share and a cash payment being made for any fractional shares.

2. Under the Progress Non-Employee Director Deferred Compensation Plan, non-employee directors of the Progress Board of Directors (the "Board") could elect to defer a portion of their annual retainer and Board attendance fees until after the termination of their service on the Board. Any deferred fees were deemed to be invested in a number of units of common stock of Progress.

3. The Progress Non-Employee Director Stock Unit Plan provides for an annual grant of stock units equivalent to $60,000 to each non-employee director. Each unit is equal in economic value to one share of Progress' common stock.

4. Each Non-Employee Director Deferred Compensation Plan Unit, which was convertible at a rate of 1 unit for 1 share of Progress common stock, without par value, was disposed of pursuant to the Merger in exchange for .87083 corresponding units of Duke; subject to the same terms and conditions.

5. Each Non-Employee Director Stock Unit, which was convertible at a rate of 1 unit for 1 share of Progress common stock, without par value, was disposed of pursuant to the Merger in exchange for .87083 corresponding units of Duke; subject to the same terms and conditions.

Remarks:

	John D. Baker, II, by Holly H. Wenger pursuant to POA	07/05/2012
	** 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).
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