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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Herschmann Eric D (Last) (First) (Middle) 5444 WESTHEIMER ROAD (Street) HOUSTON TX 77056-5306 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol SOUTHERN UNION CO [ SUG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Vice Chairman, President & COO
	3. Date of Earliest Transaction (Month/Day/Year) 12/17/2009
	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	12/18/2009		F		9,183(1)	D	$22.07	504,389.1(1)(2)(3)	D
Common Stock								9,100	I(4)	Owned by 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to purchase)	$23.6191							(5)	06/27/2015	Common Stock	262,500		262,500	D
Employee Stock Option (right to purchase)	$23.63							(5)	12/30/2015	Common Stock	100,000		100,000	D
Employee Stock Option (right to purchase)	$28.48							(6)	12/17/2017	Common Stock	275,629		275,629	D
Employee Stock Option (right to purchase)	$12.55							(7)	12/15/2018	Common Stock	207,066		207,066	D
Employee Stock Option (right to purchase)	$21.64	12/15/2009		A		140,107		(8)	12/15/2019	Common Stock	140,107	(8)	140,107	D

Explanation of Responses:

1. On December 17, 2009, restrictions expired on 19,341 restricted shares awarded to the Reporting Person on Grant Date 2007. To cover the cost of the taxes associated with the expiration of the restrictions on the restricted shares, 9,183 shares were withheld. The Reporting Person held the remaining 10,158 shares.

2. This share amount includes 119,743 restricted shares awarded to the Reporting person on December 15, 2009 ("Grant Date 2009"). The restrictions on the restricted stock will expire in equal installments on the first, second and third anniversaries of Grant Date 2009. The expiration of the restrictions on the restricted shares will be accelerated upon (i) a change in control of the Company or (ii) the death, disability or termination of employment without cause of the Reporting Person.

3. The share amount includes 58,022 restricted shares awarded on December 17, 2007 ("Grant Date 2007"). To date, restrictions on 38,681 restricted shares awarded on Grant Date 2007 have expired. Restrictions on the remaining 19,341 restricted shares will expire on the third anniversary of Grant Date 2007. The amount also includes a grant of 207,066 restricted shares awarded on December 15, 2008 ("Grant Date 2008"). To date, restrictions on 69,022 restricted shares awarded on Grant Date 2008 have expired. Restrictions on the remaining 138,044 restricted shares awarded on Grant Date 2008 will expire in equal amounts on the second and third anniversaries of Grant Date 2008. The expiration of the restrictions on the restricted shares will be accelerated upon (i) a change in control of the Company or (ii) the death, disability or termination of employment without cause of the Reporting Person.

4. The Reporting Person may be deemed to hold indirectly 9,100 shares owned by his minor children; however, the Reporting Person disclaims any beneficial ownership of these shares, except to the extent of his pecuniary interest therein.

5. These options are fully vested and currently exercisable. The expiration of these stock options shall not be accelerated.

6. Stock appreciation rights will be settled in shares of common stock at an exercise price of $28.48 per share, which was equal to the closing price on Grant Date 2007. The award will vest in equal installments on the first, second and third anniversaries of Grant Date 2007. The vesting of these options will be accelerated in the event of (i) a change of control of the Company; or (ii) the death, disability or termination of employment without cause of the Reporting Person. The expiration of the options shall not be accelerated, except in the event of a termination of employment with cause or by a voluntary termination of employment. To date, 183,753 stock options have vested and are exerciseable.

7. Each stock option was awarded at an exercise price of $12.55 per share, which was equal to the closing price on Grant Date 2008. The stock options awarded will vest in equal increments on the first, second and third anniversaries of Grant Date 2008. The vesting of these options will be accelerated in the event of (i) a change of control of the Company or (ii) the death, disability or termination of employment without cause of the Reporting Person. The expiration of the options shall not be accelerated, except in the event of a termination of employment with cause or by a voluntary termination of employment. To date, 97,644 stock options have vested and are exerciseable.

8. Each stock option was awarded at an exercise price of $21.64 per share, which price is equal to the closing price on Grant Date 2009. The options awarded will vest in equal installments on the first, second and third anniversaries of Grant Date 2009. The vesting of the options will be accelerated in the event of (i) a change of control of the Company or (ii) the death, disability or termination without cause of the Reporting Person. The expiration of the options shall not be accelerated, except in the event of a termination of employment with cause or by a voluntary termination of employment.

Remarks:

	Robert M. Kerrigan, III for Eric D. Herschmann	12/21/2009
	** 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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