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^*

LAU CONSTANCE H

(Last)

(First)

(Middle)

P.O. BOX 730

(Street)

HONOLULU

96808-0730

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HAWAIIAN ELECTRIC INDUSTRIES INC [ HE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/06/2011

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	12/06/2011		M		50,000	A	$20.49	372,350.0297	D
Common Stock	12/06/2011		M		4,789	A	⁽¹⁾⁽²⁾	377,139.0297	D
Common Stock	12/06/2011		S		47,300	D	$25.8127⁽³⁾	329,839.0297	D
Common Stock								86.8⁽⁴⁾	I	By 401k
Common Stock								7,917.1096⁽⁵⁾	I	By custodian for children

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)
Employee Stock Option (right to buy)	$20.49	12/06/2011		M			50,000	⁽⁶⁾	04/21/2013	Common Stock	50,000	$0	0	D
Dividend Equivalent Rights	⁽²⁾	12/06/2011		M			4,789	⁽²⁾	04/21/2013	Common Stock	4,789	⁽²⁾	0	D

Explanation of Responses:

1. Shares acquired as dividend equivalents pursuant to the terms of the Stock Option and Incentive Plan for the period 5/12/03 - 4/21/07 with a range in price of $20.50 to $28.805 (price accommodating 2-for-1 split).

2. Settlement of dividend equivalent rights in connection with exercise of option. The rights accrued when and as dividends were paid on HEI Comon Stock and became exercisable proportionately with the option to which they related. Each dividend equivalent right is the economic equivalent of one share of HEI Comon Stock. $24.20 was also paid to the holder to settle a fractional dividend equivalent right of 0.9376.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.70 to $25.94, inclusive. The reporting person undertakes to provide to Hawaiian Electric Industries, Inc., any security holder of Hawaiian Electric Industries, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form 4.

4. Represents shares held in the form of stock units in the HEI Common Stock fund pursuant to the Hawaiian Electric Industries Retirement Savings Plan as of November 16, 2011.

5. Includes shares acquired under the Hawaiian Electric Industries, Inc. Dividend Reinvestment and Stock Purchase Plan.

6. The option vested in four equal installments on April 21, 2004, April 21, 2005, April 21, 2006 and April 21, 2007.

Remarks:

	Constance H. Lau	12/07/2011
	** 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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