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*
LAURITO JAMES P

(Last) (First) (Middle)
ROCHESTER GAS AND ELECTRIC CORPORATION
89 EAST AVENUE

(Street)
ROCHESTER NY 14649

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ENERGY EAST CORP [ EAS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President-Subsidiary
3. Date of Earliest Transaction (Month/Day/Year)
04/24/2006
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
Phantom Stock(3) 04/24/2006 04/25/2006 M 644.3332 A (3) 644.3332(4) I By Trust
Phantom Stock(3) 04/24/2006 04/25/2006 D 644.3332 D $23.9811 0 I By Trust
Common Stock 29,233.7551(1) D
Common Stock 04/24/2006 04/25/2006 I 1,123.8465 D $23.9811 0(2) I By 401(k) Plan
Common Stock 04/24/2006 04/25/2006 I 768.3636 D $23.9811 0(2) I By 401(k) Plan
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
Phantom Shares (3) 04/24/2006 04/25/2006 M 644.3332 (3) (3) Common Stock 644.3332 $23.9811 0(4) I By Trust
Phantom Shares (6) (6) (6) Common Stock 596.4826 596.4826(4) I By Trust
Employee Stock Option (right to buy) / SAR(5) $23.89 02/12/2004(7) 02/12/2014 Common Stock 6,667 6,667 D
Employee Stock Option (right to buy) / SAR(5) $26.22 04/01/2005(8) 04/01/2015 Common Stock 11,962 11,962 D
Employee Stock Option (right to buy) / SAR(5) $24.83 02/17/2006(9) 02/17/2016 Common Stock 12,400 12,400 D
Explanation of Responses:
1. Includes equity securities acquired with reinvested dividends which are exempt from reporting under Rule 16a-11.
2. Includes equity securities acquired with participant contributions, Company matching fund contributions, and reinvested dividends pursuant to the common stock fund of the Company's 401(k) Plan which are exempt from reporting.
3. 1 for 1. The phantom shares were held in an employee deferred compensation plan (CNG Deferred Compensation Plan). The phantom shares have been sold based on the market value of a share of Energy East common stock with all cash proceeds being retained within the CNG Deferred Compensation Plan. All payments pursuant to this plan shall be paid in cash and shall commence upon retirement or other termination of employment.
4. Includes dividend phantom stock acquired pursuant to the dividend reinvestment feature included in the employee deferred compensation plan.
5. The Stock Appreciation Right (SAR) was issued in tandem with an Employee Stock Option (right to buy). The exercise of a SAR will result in the corresponding cancellation of the Employee Stock Option (right to buy) to the extent of the number of shares of the Company's Common Stock as to which SARs are exercised. The exercise of the Employee Stock Option (right to buy) will result in the corresponding cancellation of a SAR to the extent of the number of shares of the Company's Common Stock as to which the Employee Stock Option (right to buy) is exercised.
6. 1 for 1. The phantom shares are held in an employee deferred compensation plan (RGE 401k Restoration Plan Plan). All payments pursuant to this plan shall be paid in cash and shall commence upon retirement or other termination of employment.
7. The option is exercisable in three installments regarding the original number of options granted as follows: (a) in aggregate as to no more than 33 1/3% on February 12, 2004; (b) in aggregate as to no more than 66 2/3% on January 1, 2005; and (c) on January 1, 2006 as to 100% of all options which have not been previously exercised.
8. The option is exercisable in three installments regarding the original number of options granted as follows: (a) in aggregate as to no more than 33 1/3% on April 1, 2005; (b) in aggregate as to no more than 66 2/3% on January 1, 2006; and (c) on January 1, 2007 as to 100% of all options which have not been previously exercised.
9. The option is exercisable in three installments regarding the original number of options granted as follows: (a) in aggregate as to no more than 33 1/3% on February 17, 2006; (b) in aggregate as to no more than 66 2/3% on January 1, 2007; and (c) on January 1, 2008 as to 100% of all options which have not been previously exercised.
Remarks:
James P. Laurito 04/25/2006
** 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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