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* Aldrich George E (Last) (First) (Middle) C/O SOUTHERN UNION COMPANY 5051 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) Director 10% Owner X Officer (give title below) Other (specify below) Sr. VP, Controller & CAO
	3. Date of Earliest Transaction (Month/Day/Year) 01/09/2012
	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	01/09/2012		J	V	675.3	D	$42.2625	0(1)	I	401(k) Savings Plan
Common Stock								2,567	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to purchase)	$24.8							(2)	09/02/2015	Common Stock	15,000		15,000	D
Stock Appreciation Rights	$28.07							(2)	12/28/2016	Common Stock	13,361		13,361	D
Stock Appreciation Rights	$28.48							(3)	12/17/2017	Common Stock	29,014		29,014	D
Cash Restricted Stock Units	(4)							(4)	(4)	Common Stock	2,849		2,849	D
Stock Appreciation Rights	$12.55							(5)	12/15/2018	Common Stock	35,124		35,124	D
Cash Restricted Stock Units	(6)							(6)	(6)	Common Stock	3,455		3,455	D
Stock Appreciation Rights	$21.64							(7)	12/15/2019	Common Stock	18,190		18,190	D
Cash Restricted Stock Units	(8)							(8)	(8)	Common Stock	4,236		4,236	D
Stock Appreciation Rights	$24.8							(9)	12/13/2020	Common Stock	14,074		14,074	D
Cash Restricted Stock Units	(10)(11)							(10)(11)	(10)(11)	Common Stock	5,347		5,347	D

Explanation of Responses:

1. On July 19, 2011, the Company entered into a Second Amended and Restated Agreement and Plan of Merger with Energy Transfer Equity, L.P. ("ETE") and Sigma Acquisition Corporation, a wholly-owned subsidiary of ETE, as amended by Amendment No. 1 to Agreement and Plan of Merger dated as of September 14, 2011 (the "Merger Agreement"). Pursuant to the Merger Agreement, ETE exercised its right to request that the Company eliminate from the Southern Union Savings Plan (the "Savings Plan") all shares of Company common stock. Accordingly, the trustee of the Savings Plan liquidated all shares of Company common stock held in the Savings Plan, including those held by the Reporting Person. The share price reflected represents the average sale price realized by the trustee of the Savings Plan in open market trading on all shares held in the Savings Plan.

2. These options are fully vested and exercisable.

3. 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. To date, 19,342 stock appreciation rights are currently vested and exercisable. The remaining 9,672 stock appreciation rights will vest on December 17, 2010.

4. 8,546 cash restricted stock units were awarded to the Reporting Person on December 15, 2008 ("Grant Date 2008"). The cash restricted units permit the Reporting Person to receive, on predetermined dates upon expiration of applicable restrictions, cash in an amount equal to a specified number of shares of the Company's common stock valued at the closing price of the Company's common stock on such dates. Restrictions on each award expire in equal installments on the first, second and third anniversaries of Grant Date 2008. To date, restrictions on 2,848 cash restricted stock units have expired. Restrictions on an additional 2,849 cash restricted units will expire on December 15, 2010.

5. Stock appreciation rights will be settled in shares of common stock at an exercise price of $12.55 per share, which was equal to the closing price on Grant Date 2008. The award vests in equal installments on the first, second and third anniversaries of Grant Date 2008. To date 11,708 stock appreciation right are currently vested and exercisable. An additional 11,708 stock appreciation rights will vest on December 15, 2010.

6. 5,182 cash restricted stock units were awarded to the Reporting Person on December 15, 2009 ("Grant Date 2009"). The cash restricted stock units permit the Reporting Person to receive, on predetermined dates upon expiration of applicable restrictions, cash in an amount equal to a specified number of shares of the Company's common stock valued at the closing price of the Company's common stock on such dates. Restrictions on each award expire in equal installments on the first, second and third anniversaries of Grant Date 2009. Restrictions on 1,727 cash restriced stock units will expire on December 15, 2010.

7. Stock appreciation rights will be settled in shares of common stock at an exercise price of $21.64 per share, which was equal to the closing price on Grant Date 2009. The award vests in equal installments on the first, second and third anniversaries of Grant Date 2009.

8. 4,236 cash restricted stock units were awarded to the Reporting Person on December 13, 2010 ("Grant Date 2010"). The cash restricted stock units permit the Reporting Person to receive, on predetermined dates upon expiration of applicable restrictions, cash in an amount equal to a specified number of shares of the Company's common stock valued at the closing price of the Company's common stock on such dates. Restrictions on each award expire in equal installments on the first, second and third anniversaries of Grant Date 2010.

9. Stock appreciation rights will be settled in shares of common stock at an exercise price of $24.80 per share, which was equal to the closing price on Grant Date 2010. The award vests in equal installments on the first, second and third anniversaries of Grant Date 2010.

10. 5,347 cash restricted stock units ("RSUs") were awarded to the Reporting Person on November 6, 2011 ("Grant Date 2011"). The RSUs were awarded in accordance with the Company's Third Amended and Restated 2003 Stock and Incentive Plan. The RSUs permit the Reporting Person to receive cash in an amount equal to a specified number of shares of the Company's common stock valued at the closing price of the Company's common stock on the dates such restrictions expire. Restrictions on such award will expire in equal amounts on the first, second and third anniversaries of Grant Date 2011, unless the restrictions are earlier terminated in accordance with the Plan or the applicable award agreement.

11. On July 19, 2011, the Company entered into a Second Amended and Restated Agreement and Plan of Merger with Energy Transfer Equity, L.P. ("ETE") and Sigma Acquisition Corporation, a wholly-owned subsidiary of ETE ("Merger Sub") (as amended by Amendment No. 1 to Agreement and Plan of Merger dated as of September 14, 2011, the "Merger Agreement"). The RSUs awarded to the Reporting Person will be treated in accordance with the terms and conditions of the Merger Agreement. The Merger Agreement is available in its entirety as Annex A to the Company's definitive Proxy Statement filed with the SEC on October 27, 2011.

Remarks:

	Robert M. Kerrigan, III for George E. Aldrich	01/11/2012
	** 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).
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