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^*

GRACEY PAUL C JR

(Last)

(First)

(Middle)

NICOR INC.

P.O. BOX 3014

(Street)

NAPERVILLE

60566

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NICOR INC [ GAS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, General Counsel and Secy

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2011

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	12/09/2011		D		8,936	D	⁽¹⁾	0	D
Common Stock	12/09/2011		D		26	D	⁽²⁾	0	I	By spouse (IRA)

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	⁽³⁾	12/09/2011		D			11,620	⁽³⁾	⁽³⁾	Common Stock	11,620	⁽³⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to the Merger Agreement, dated December 6, 2010 (the "Merger Agreement"), by and among Nicor Inc., AGL Resources Inc., Apollo Acquisition Corp. and Ottawa Acquisition LLC, in exchange for $21.20 in cash and 0.8382 of a share ($33.44) of AGL Resources common stock for each share of Nicor Inc. common stock held immediately prior to the Effective Time of the merger.

2. 26 shares of Nicor common stock held by spouse in an IRA and disposed of pursuant to the Merger Agreement in exchange for $21.20 in cash and 0.8382 of a share ($33.44) of AGL Resources common stock for each share of Nicor Inc. common stock held immediately prior to the Effective Time of the merger.

3. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Nicor Inc. common stock per the terms in the agreement between Nicor Inc. and the reporting person. The 11,620 total includes the grant of 3,210 RSUs on March 27, 2008; 3,620 RSUs on March 26, 2009; 2,610 RSUs on March 25, 2010; 2,180 RSUs on March 24, 2011. Pursuant to the Merger Agreement, all RSUs, whether or not vested, are cancelled in exchange for an amount in cash equal to the Cash-Out Amount ($54.64) (as defined in the Merger Agreement) multiplied by the number of shares subject to such RSU immediately prior to the Effective Time of the merger, subject to any withholding of taxes.

Remarks:

NOTE: Formerly until December 12, 2011, the ticker symbol was GAS.

	Antoinette M. Lambert - Attorney-in-Fact	12/13/2011
	** 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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