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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NV ENERGY, INC. [ NVE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 12/19/2013 | D | 257,285.027(1)(4) | D | $23.75 | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Restricted Stock Units | $23.75 | 12/19/2013 | D | 119,933.15(2) | (2) | (2) | Common Stock | 119,933.15 | $23.75 | 0 | D | ||||
Stock Options | $17.99 | 12/19/2013 | D | 38,356(3) | 12/19/2013 | 02/16/2017 | Common Stock | 38,356 | $5.76 | 0 | D | ||||
Stock Options | $18.63 | 12/19/2013 | D | 200,000(3) | 12/19/2013 | 05/10/2017 | Common Stock | 200,000 | $5.12 | 0 | D |
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). Total includes shares acquired in NVE's Employee Stock Purchase Plan (801.027 on 5/31/2013 and 621.787 on 11/29/2013); and an increase of 18.789 shares as of 11/30/2013, held in the NVE 401K Plan. Both are "tax conditioned" plans within the meaning of Rule 16b-3(c). This total also includes 110.791 shares acquired from dividends reinvested on 9/18/2013, pursuant to NVE's dividend reinvestment plan that meets exemption requirements of Rule 16a-11. |
2. Disposed of pursuant to the Merger Agreement, which provides that all outstanding Restricted Stock Units ("RSUs") shall become fully vested and be cancelled at the effective time of the merger and that each holder of RSUs shall receive cash in an amount equal to $23.75 times the number of RSUs held immediately prior to the effective time. Disposition of the RSUs in the merger was approved by NVE's Board of Directors and is exempt under Rule 16b-3(e). Total includes 9,933.15 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 the requirements for the reporting exemption provided by Rule 16a-11. |
3. Disposed of pursuant to the Merger Agreement, which provides that all outstanding options to purchase NVE Common Stock ("Stock Options") shall become fully vested and be cancelled at the effective time of the merger and that each holder of Stock Options shall receive cash in an amount equal to the total number of shares subject to such cancelled Stock Options times an amount equal to the excess, if any, of $23.75 over the exercise price per share of such cancelled Stock Options. Disposition of the Stock Options in the merger was approved by NVE's Board of Directors and is exempt under Rule 16b-3(e). |
4. Total includes 19.705 shares acquired by the reporting person's current spouse since 2/7/2013 from dividend reinvestment pursuant to NVE's dividend reinvestment plan that meets the exemption requirements of Rule 16a-11. The total also reflects a transfer of 26,514 shares on 2/28/2013 from the NVE Employee Stock Purchase Plan to a former spouse pursuant to a domestic relations order exempt under Rule 16a-12. |
Remarks: |
Michael J. Eason by Power of Attorney for Michael W. Yackira | 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). | ||
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. |