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^*

REYNOLDS STEPHEN P

(Last)

(First)

(Middle)

10885 NE 4TH STREET, PSE-12

(Street)

BELLEVUE

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)
02/29/2008

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)
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	02/29/2008		M		52,004⁽¹⁾	A	$26.645	144,100	D
Common	02/29/2008		F		1,868⁽²⁾	D	$26.645	142,232	D
Common	02/29/2008		F		14,132⁽³⁾	D	$26.645	128,100	D
Common	03/03/2008		A		15,070⁽⁴⁾	A	$0	143,170	D
Common								57,461	I	By Brokerage Account
Common								950	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)
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)
LTIP	$0⁽⁵⁾	02/29/2008		M			71,369	12/31/2007	12/31/2007	Common	71,369	$0	0	D
LTIP	$0⁽⁵⁾	03/03/2008		A		35,163		12/31/2010	12/31/2010	Common	35,163	$0	35,163	D
LTIP	⁽⁶⁾							12/31/2008	12/31/2008	Common	50,282		50,282	D
LTIP	⁽⁶⁾							12/31/2009	12/31/2009	Common	45,355		45,355	D
LTIP - Stock Options⁽⁷⁾	$22.51							01/07/2003	01/07/2012	Common	40,000		40,000	D
PSE Deferred Compensation Plan	⁽⁸⁾							⁽⁹⁾	⁽⁹⁾	Common	74,849		74,849	D
Restricted Stock Units	⁽¹⁰⁾							⁽¹¹⁾	⁽¹¹⁾	Common	5,000		5,000	D
Stock Options - A⁽¹²⁾	$22.51							01/07/2003	01/07/2012	Common	110,000		110,000	D
Stock Options - B⁽¹³⁾	$22.51							01/07/2003	01/07/2012	Common	150,000		150,000	D

Explanation of Responses:

1. Puget Energy's 2005-2007 three-year cycle Long-Term Incentive Plan performance share award to Mr. Reynolds.

2. Vested restricted stock shares sold to pay for taxes on 2006-2008 and 2007-2009 three-year cycle Long -Term Incentive Plan performance-based restricted share awards.

3. Share sold to pay taxes on Puget Energy's 2005-2007 three-year cycle Long-Term Incentive Plan performance share awards to Mr. Reynolds.

4. Performance based restricted stock grant under the Puget Energy Long Term Incentive Plan (LTIP) for Officers and Key Employees with dividend rights. Performance based restricted stock vests over a three-year period only if performance criteria are met. If performance criteria for vesting of the shares is met, 15% of performance shares will vest on January 1, 2009, 25% on January 1, 2010 and 60% on January 1, 2011.

5. 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.

6. 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.

7. 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.

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

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

10. Cash settlement of performance based restricted stock units on vesting date.

11. January 8, 2004 grant of 10,000 shares of restricted stock units to be settled in cash, with dividend equivalent rights. The restrictions on the shares will lapse over a period of five years from January 8, 2004, with 0% vesting after the first year, 0% vesting after the second year, 20% vesting after the third year, an additional 30% vesting after the fourth year and an additional 50% vesting after the date of the 2008 Annual Shareholders Meeting.

12. 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.

13. 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/ Jennifer L. O'Connor, Attorney-in-Fact	03/04/2008
	** 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).
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