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^*

OREILLY JOHN F

(Last)

(First)

(Middle)

6226 WEST SAHARA AVENUE

(Street)

LAS VEGAS

89146

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NV ENERGY, INC. [ NVE ]

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)
12/19/2013

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	12/19/2013		D		76,841.052⁽¹⁾⁽²⁾	D	$23.75	0	I	Trust

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)
Phantom Stock	$23.75	12/19/2013		D			8,624.855⁽³⁾	⁽³⁾	⁽³⁾	Common Stock	8,624.855	$23.75	0	I	Trust

Explanation of Responses:

1. Disposed of pursuant to Agreement and Plan of Merger dated May 29, 2013 (the "Merger Agreement") among MidAmerican Energy Holdings Company, Silver Merger Sub, Inc. and NV Energy, Inc. ("NVE"), which provides for a cash payment of $23.75 per share of NVE Common Stock. Disposition of shares in merger was approved by NVE Board of Directors and is exempt under Rule 16b-3(e).

2. Total includes 50,080.052 shares receipt of which was deferred under the NV Energy, Inc. Non-Employee Director Stock Plan and which were previously reported in Table I at the time of deferral.

3. Phantom Stock representing actuarial value of vested benefits in a terminated retirement plan for outside directors. Total includes shares representing dividend equivalent rights which were exempt from prior reporting due to the fact that NVE has maintained a dividend reinvestment plan that meets requirements for the reporting exemption provided by Rule 16a-11. Phantom Stock cancelled pursuant to Merger Agreement immediately prior to the effective time of the merger and holder received cash in an amount equal to $23.75 times the number of shares of Phantom Stock held. Disposition of the Phantom Stock in the merger was approved by NVE's Board of Directors and is exempt under Rule 16b-3(e).

Remarks:

	Michael J. Eason by Power of Attorney for John F. O'Reilly	12/19/2013
	** 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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