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*
GREEN RICHARD C JR

(Last) (First) (Middle)
20 WEST NINTH STREET

(Street)
KANSAS CITY MO 64105

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AQUILA INC [ ILA ]
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)
07/14/2008
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 Stock 07/14/2008 D 609,251.3206 D (1) 0 D
Common Stock 07/14/2008 D 23,768.5456 D (1) 0 I By 401k/ESOP
Common Stock 07/14/2008 D 33,438 D (1) 0 I By Spouse See Footnote(2)
Common Stock 07/14/2008 D 13,556 D (1) 0 I By Trust
Common Stock 07/14/2008 D 8,216.9725(3) D $3.94(4) 0 I By CAP Plan
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
Non-Qualified Stock Option (right to buy) $19.125 07/14/2008 D 65,000 (5) 02/01/2010 Common Stock 65,000 (6) 0 D
Non-Qualified Stock Option (right to buy) $23.0833 07/14/2008 D 146,250 (5) 02/02/2009 Common Stock 146,250 (6) 0 D
Non-Qualified Stock Option (right to buy) $28.415 07/14/2008 D 65,000 (5) 01/31/2011 Common Stock 65,000 (6) 0 D
Non-Qualified Stock Option (right to buy) $34.8028 07/14/2008 D 105,962 04/23/2005(5) 04/23/2011 Common Stock 105,962 (6) 0 D
Non-Qualified Stock Option (right to buy) $23.0833 07/14/2008 D 48,750 (5) 02/02/2009 Common Stock 48,750 (6) 0 I RNG Investments
Explanation of Responses:
1. In connection with the merger transaction between the issuer and Great Plains Energy Incorporated, each share of issuer common stock was converted into the right to receive $1.80 per share plus 0.0856 of a share of Great Plains Energy Incorporated common stock. The Parent Common Stock Value, as defined in the merger agreement dated February 6, 2007, is $25.26 per share.
2. Shares held directly by Reporting Person's wife.
3. The total number of shares owned was incorrectly calculated on the Form 4 field 3/31/07.
4. Shares of issuer common stock held by Reporting Person in the issuer's Capital Accumulation Plan were disposed of to liquidate the plan as part of the merger transaction with Great Plains Energy Incorporated.
5. Options are exercisable on the second, third and fourth anniversaries of the date of grant as to 25%, 25%, and 50% of the shares subject to said options.
6. Issuer options converted into options to acquire shares of Great Plains Energy Incorporated common stock upon completion of the merger transaction with Great Plains Energy Incorporated based upon the conversion ratio set forth in the merger agreement. Based on the merger conversion ratio, the exercise price will be computed using a formula that is intended to result in Reporting Person receiving an intrinsic value in the option conversion that will be approximately equal to the intrinsic value of issuer options valued immediately prior to the merger (giving effect to the merger consideration paid by Great Plains Energy Incorporated). The Option Exchange Ratio, as defined in the merger agreement, equals 0.1569.
Christopher M. Reitz, Power of Attorney 07/16/2008
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.