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*
KALETA PAUL J

(Last) (First) (Middle)
6226 WEST SAHARA AVENUE

(Street)
LAS VEGAS NV 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)
Director 10% Owner
X Officer (give title below) X Other (specify below)
Exec VP, General Counsel & Shared Services
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)
Code V Amount (A) or (D) Price
Common Stock 12/19/2013 D 70,524.426(1) D $23.75 0 D
Common Stock 12/19/2013 D 35,551.63(4) D $23.75 0 I Family 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units $23.75 12/19/2013 D 65,930.49(2) (2) (2) Common Stock 65,930.49 $23.75 0 D
Stock Options $17.99 12/19/2013 D 16,667(3) 12/19/2013(3) 02/16/2017(3) Common Stock 16,667 $5.76 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 (375.481 on 5/31/2013 and 293.675 on 11/29/2013) which is a "tax conditioned" plan within the meaning of Rule 16b-3(c).
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 5,930.49 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. Disposed of pursuant to the Merger Agreement 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 893.679 shares acquired from dividends reinvested on 3/20/2013, 6/19/2013 and 9/18/2013, pursuant to NVE's dividend reinvestment plan that meets exemption requirements of Rule 16a-11.
Remarks:
Michael J. Eason by Power of Attorney for Paul J. Kaleta 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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