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^*

Pivirotto Gregory A

(Last)

(First)

(Middle)

88 E. BROADWAY BLVD.

HQE910

(Street)

TUCSON

85701

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
UNS Energy Corp [ UNS ]

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)
08/15/2014

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	08/15/2014		D		8,500	D	$60.25⁽¹⁾	0	D

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)
Restricted Stock Units	⁽²⁾	08/15/2014		D			843.55⁽³⁾	⁽¹⁾	⁽¹⁾	Common Stock	843.55	$0⁽⁴⁾	0	D
Restricted Stock Units	⁽²⁾	08/15/2014		D			999.52⁽³⁾	⁽¹⁾	⁽¹⁾	Common Stock	999.52	$0⁽⁴⁾	0	D
Restricted Stock Units	⁽²⁾	08/15/2014		D			1,460.11⁽³⁾	⁽¹⁾	⁽¹⁾	Common Stock	1,460.11	$0⁽⁴⁾	0	D
Restricted Stock Units	⁽²⁾	08/15/2014		D			1,456.41⁽³⁾	⁽¹⁾	⁽¹⁾	Common Stock	1,456.41	$0⁽⁴⁾	0	D
Restricted Stock Units	⁽²⁾	08/15/2014		D			1,624.51⁽³⁾	⁽¹⁾	⁽¹⁾	Common Stock	1,624.51	$0⁽⁴⁾	0	D
Restricted Stock Units	⁽²⁾	08/15/2014		D			2,019.09⁽³⁾	⁽¹⁾	⁽¹⁾	Common Stock	2,019.09	$0⁽⁴⁾	0	D
Restricted Stock Units	⁽²⁾	08/15/2014		D			1,775.1⁽³⁾	⁽¹⁾	⁽¹⁾	Common Stock	1,775.1	$0⁽⁴⁾	0	D
Restricted Stock Units	⁽²⁾	08/15/2014		D			1,980.43⁽³⁾	⁽¹⁾	⁽¹⁾	Common Stock	1,980.43	$0⁽⁴⁾	0	D

Explanation of Responses:

1. On August 15, 2014, FortisUS Inc., a Delaware corporation, acquired the issuer pursuant to that certain merger agreement between issuer, FortisUS Inc., Color Acquisition Sub Inc., an Arizona corporation and wholly owned subsidiary of FortisUS Inc., and solely for purposes of Section 5.5(c) and 8.15 of the merger agreement, Fortis Inc., a corporation incorporated under the Corporations Act of Newfoundland and Labrador, dated as of December 11, 2013 (the "Merger"). At the effective time of the Merger, each outstanding share of the issuer's common stock was converted into the right to receive $60.25 in cash. In addition, the restricted stock units were canceled at the effective time of the Merger in exchange for a cash payment equal to $60.25 per share, payable without interest and less any required withholding taxes.

2. Each restricted stock unit (RSU) represents a contingent right to receive one share of UNS Energy Corporation common stock.

3. The reported number of derivative securities disposed of includes shares acquired by reinvesting dividends in unreported transactions pursuant to the Company's dividend reinvestment program.

4. The restricted stock units were canceled at the effective time of the Merger in exchange for a cash payment equal to $60.25 per share, payable without interest and less any required witholding taxes.

Remarks:

	Diana K. Durako, Attorney-in-Fact	08/15/2014
	** 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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